Incorporation of Prime Lease Sample Clauses
The Incorporation of Prime Lease clause serves to integrate the terms and conditions of a primary or master lease into a sublease agreement. In practice, this means that the subtenant is bound by many of the same obligations and rights as the original tenant under the prime lease, except where the sublease specifically states otherwise. This clause ensures consistency between the prime lease and sublease, helping to prevent conflicts and clarify the responsibilities of all parties involved.
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Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Subleased Premises, on the following understandings:
a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord;
b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and
d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.
Incorporation of Prime Lease. This Sublease is subject to all of the terms of the Prime Lease with the same force and effect as if each provision of the Prime Lease were included in this Sublease, except as otherwise provided in this Sublease. All of the obligations of Tenant under the Prime Lease shall be binding upon Subtenant. All of the obligations of Landlord under the Prime Lease shall inure to the benefit of Subtenant. It is the intent of the parties that, except as otherwise provided in this Sublease, the relationship between Tenant and Subtenant shall be governed by the various provisions of the Prime Lease as if those provisions were included in this Sublease in full, except that the terms "Landlord," "Tenant" and "Lease" as used in the Prime Lease, shall instead refer to, respectively, "Tenant," "Subtenant" and "Sublease."
Incorporation of Prime Lease. (a) This Sublease and all of Sublessee’s rights and obligations hereunder are in all respects subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination.
(b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as hereinafter expressly set forth and except to the extent any provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless the context clearly requires otherwise. Except as provided in subsection (d) and Section 13 below, the rights and obligations contained in the Prime Lease with respect to the Subleased Premises are, during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Secti...
Incorporation of Prime Lease. The terms and conditions of this Sublease shall include various Paragraphs of the Prime Lease, which, except to the extent such terms are in conflict with any of the other terms of this Sublease (in which event the other terms of this Sublease shall control), are incorporated into this Sublease as if fully set forth, except that: (i) each reference in such incorporated Paragraphs to "Lease" shall be deemed a reference to "Sublease"; (ii) each reference to the "Premises" shall be deemed a referenced to the subleased "Premises"; and (iii) each reference to "Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively (except as otherwise expressly set forth below). Except as may be expressly inconsistent with the terms of this Sublease, which nevertheless is expressly subject and subordinate to the Prime Lease, the following terms, covenants and conditions of the Prime Lease are by this reference incorporated herein and shall be applicable to this Sublease with the same force and effect as if the Sublandlord was the Landlord under the Prime Lease and the Subtenant was the Tenant thereunder:
Incorporation of Prime Lease. (a) Except as otherwise provided in this Sublease, all of the terms and provisions of the Prime Lease are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Prime Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Prime Lease, the Subtenant being substituted for the Tenant in the Prime Lease.
(b) Notwithstanding the foregoing:
(i) the following Sections of the Prime Lease are not incorporated herein: Basic Lease Information (Lease Date, Tenant, Tenant's Notice Address, Tenant's Billing Address Tenant Contact, Landlord, Address of Landlord, Scheduled Term Commencement Date, Length of Term, Estimated First Year Operating Expenses, Rent, Security Deposit) 2, 3, 19, 20, 38, and Exhibits B, D and F.
(ii) Each of the parties hereto shall fully perform all of their respective obligations hereunder, and shall indemnify, defend, protect, and hold harmless the other party from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (including reasonable attorneys' fees) resulting, directly or indirectly, from their failure to perform their respective obligations.
(iii) Upon any termination of the Prime Lease, this Sublease shall also terminate. If Prime Landlord seeks to terminate the Prime Lease because of a default or alleged default by Sublandlord under the Prime Lease (other than a default or alleged default caused by the default by Subtenant under this Sublease), Sublandlord shall take all action required to reinstate the Prime Lease. Further, if Rent is abated under the Prime Lease, Rent hereunder shall also be abated in the same proportion.
(iv) Subtenant shall indemnify, defend, protect, and hold Sublandlord harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties, and expenses (collectively "Claims") which may be brought or made against Sublandlord or which Sublandlord may pay or incur to the extent caused by (A) a breach of this Sublease by Subtenant, (B) any violation of law by Subtenant or its employees, agents, contractors or invitees ("Agents") relating to the use or occupancy of the Sublease Premises, (C) the negligence or willful misconduct of Subtenant or its Agents, or (D) Subtenant's use or occupancy of the Premises. Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless ...
Incorporation of Prime Lease. Except as specifically excluded from application to Sublessee pursuant to Section 7.02 hereinabove, the provisions of the Prime Lease, to the extent that they do not conflict with specific provisions contained in this Sublease and relate to the Space are fully incorporated into this Sublease. In the event of any conflict between the provisions of the Prime Lease and the provisions contained in this Sublease, the provisions of this Sublease will be controlling as between Sublessor and Sublessee.
Incorporation of Prime Lease. This Sublease is subject to all of the terms of the Prime Lease with the same force and effect as if each provision of the Prime Lease were included in this Sublease, except as otherwise provided in this Sublease. All of the obligations and rights of Tenant under the Prime Lease shall be binding upon Subtenant. All of the obligations of Landlord under the Prime Lease shall inure to the benefit of Subtenant. It is the intent of the parties that, except as otherwise provided in this Sublease, the relationship between Tenant and Subtenant shall be governed by the various provisions of the Prime Lease as if those provisions were included in this Sublease in full, except that the terms "Landlord," "Tenant" and "Lease" as used in the Prime Lease, shall instead refer to, respectively, "Tenant," "Subtenant" and "Sublease." The Subtenant herein executes this Sublease with the express acknowledgement that Subtenant has read, reviewed, understands and agrees to comply with all obligations, rights, limitations and responsibilities contained in the Prime Lease.
Incorporation of Prime Lease. (a) This Sublease is subject to all of the ---------------------------- terms of the Prime Lease with the same force and effect as if fully set forth herein at length, excepting only as otherwise specifically provided herein. All of the terms with which Sublessor is bound to comply under the Prime Lease shall, to the extent only that they apply to the Premises and except as otherwise
Incorporation of Prime Lease. Except as otherwise expressly provided herein, Sublandlord grants to Subtenant, to share in common with Sublandlord, all of Sublandlord's rights, benefits, and interests with respect to the Sublet Premises, and Subtenant agrees to accept from Sublandlord and hereby assumes all of Sublandlord's obligations and burdens under the Prime Lease with respect to the Sublet Premises, as if all of such rights and obligations were set forth herein in their entirety, provided that the terms and conditions hereof shall be controlling whenever the terms and conditions of the Prime Lease are contradictory to or inconsistent with terms and conditions hereof, and provided further that those provisions of the Prime Lease which are protective and for the benefit of the Landlord shall in this Sublease be deemed to be protective and for the benefit of the Landlord and Sublandlord. Notwithstanding the foregoing sentence, the terms, covenants and conditions of the full Sections of the First Amendment are expressly deleted from this Sublease: Sections 3, 4, 5, 6, 7 and 8; and the following Articles, Sections and Exhibits of the Original Lease are expressly deleted from this Sublease: Article I, Sections 1, (d), (e), (f) and (l), Article II, Sections 1 and 2, Article III, Sections 2 and 3, Article IV, Sections 3 and 4, Article V, Sections 7, 8, 9, Article VI, Section 4, Article VII, Section 2, Article VIII, Article IX, Sections 2 and 3, Article X, Article XI, Sections 4 and 5, Article XIV, Article XV, Article XVI, Article XVII, Article XIX, Article XX, Article XXI, Article XXII, Article XXIII, Article XXIV, Article XXV, Article XXVI, Article XXVIII, Article XXIX, Article XXXI, Sections 1, 6, 9, 10, 12, 15 and 20, and Exhibits E, F, G, H and I. Subtenant represents that it has read and is familiar with the terms of the Prime Lease.
Incorporation of Prime Lease. (a) All of the terms and provisions of the Prime Lease, except as provided in subsection (b) below, are incorporated into and made a part of this Sublease and the rights and obligations of the parties under the Prime Lease are hereby imposed upon the parties hereto with respect to the Premises, Netscape being substituted for the "Lessor" in the Prime Lease, and Open TV being substituted for the "Lessee" in the Prime Lease. A copy of the Prime Lease is attached hereto as exhibit B. It is further understood that where reference is made in the Prime Lease to the "Premises," the same shall mean the Premises as defined herein; where reference is made to the "Commencement Date," the same shall mean the Commencement Date as defined herein; and where reference is made to the "Lease," the same shall mean this Sublease.
(b) The following Paragraphs of the Prime Lease are not incorporated herein: The introductory Paragraph entitled Parties, Paragraphs 3, 4, 5, 6, 23, 25, 26, 27, 35, 36, 37, 38, 40, 41, and 42.
(c) Open TV hereby assumes and agrees to perform for Netscape's benefit, during the term of this Sublease, all of Netscape's obligations with respect to the Premises under the Prime Lease, except as otherwise provided herein. Open TV shall not commit or permit to be committed any act or omission which violates any term or condition of the Prime Lease. Except as otherwise provided herein, this Sublease shall be subject and subordinate to all of the terms of the Prime Lease.