Common use of Landlord’s Performance Under Lease Clause in Contracts

Landlord’s Performance Under Lease. Subtenant recognizes that Sublandlord, pursuant to its rights under the Lease, may not have the legal or contractual right to render certain of the services or to perform certain of the obligations required by Sublandlord by the terms of this Sublease, as set forth in Exhibit B hereto. Therefore, except as expressly set forth herein, Subtenant acknowledges and Sublandlord warrants and agrees that performance by Sublandlord of its obligations with respect to those items are subject to due performance by Landlord of its corresponding obligations under the Lease. Sublandlord shall not be liable to Subtenant for any default of Landlord under the Lease for any items that Landlord expressly is solely responsible for performing, whether under the Lease or in a separate writing. Subject to the foregoing, Subtenant shall not have any claim against Sublandlord by reason of Landlord’s failure or refusal to comply with any of the provisions of the Lease. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Lease, except as modified herein. Furthermore, Subtenant further covenants not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Lease on the part of the “Tenant” thereunder. The foregoing notwithstanding, Sublandlord hereby covenants and agrees that it shall use all commercially reasonable efforts to (a) fulfill its remaining obligations under the Lease following the execution of this Sublease (e.g., meeting its obligations to timely pay rent to Landlord), (b) to render all services and perform all obligations to Subtenant it is legally and contractually able to perform under this Sublease and the Lease, and (c) timely coordinate and cooperate with Landlord in procuring for Subtenant services and the fulfillment of obligations under the Lease that only Landlord may legally or contractually perform.

Landlord’s Performance Under Lease. Subtenant recognizes that Sublandlord, pursuant to its rights under the Lease, may Sublandlord is not have the legal or contractual right in a position to render certain any of the services or to perform certain any of the obligations required by Sublandlord by the terms teens of this Sublease, as set forth in Exhibit B hereto. Therefore, except as expressly set forth hereinnotwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and Sublandlord warrants and agrees that performance by Sublandlord of its obligations with respect to those items hereunder are subject to conditional upon due performance by Landlord of its corresponding obligations under the Lease. Lease and Sublandlord shall not be liable to Subtenant for any default of Landlord under the Lease for any items that Landlord expressly is solely responsible for performing, whether under the Lease or in a separate writingLease. Subject to the foregoing, Subtenant shall not have any claim against Sublandlord by reason of Landlord’s 's failure or refusal to comply with any of the provisions of the Lease, unless such failure or refusal is a result of Sublandlord's act or failure to act, and Subtenant shall pay Basic Rent, Additional Expenses and additional rent and all other charges provided for herein without any abatement, deduction or set-off whatsoever, except as expressly set forth herein. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the the. covenants, agreements, terms, provisions and conditions of the Lease, except as modified herein. Furthermore, Subtenant and Sublandlord further covenants covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Lease on the part of the “Tenant” Tenant thereunder. The foregoing notwithstandingSublandlord hereby irrevocably assigns to Subtenant on a non-exclusive basis all of Sublandlord's rights to enforce any provision of the Lease against Landlord, except to the extent modified or specifically limited by this Sublease. Whenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Lease, Sublandlord hereby covenants and agrees that it shall to use all commercially reasonable efforts to obtain such consent (aas more specifically provided in Section 10, below) fulfill and/or performance on behalf of Subtenant. So long as Subtenant is not in default under this Sublease, Sublandlord covenants as follows: (i) not to voluntarily terminate the Lease (except in the event of damage or destruction or condemnation and in accordance with Sublandlord's rights under the Lease or in any other manner in which Subtenant's rights hereunder are preserved); (ii) not to modify the Lease so as to adversely affect Subtenant's rights hereunder; and (iii) to take all commercially reasonable actions necessary to preserve the Lease (except as a result of a Subtenant default). Sublandlord shall indemnify, defend and hold Subtenant harmless from all claims, costs and liabilities, including reasonable attorneys' fees and costs, arising out of or in connection with the breach by Sublandlord of any of the covenants set forth in the immediately preceding sentence. Notwithstanding the foregoing or any other provisions of this Sublease, if Landlord breaches the Lease or any provision of the "Consent," as that term is defined below, and Sublandlord fails, after using reasonable efforts, to cause Landlord under the Lease to observe and/or perform its remaining obligations under the Lease, Subtenant shall have the right, upon prior written notice to Sublandlord, at its option, to bring an action in Subtenant's own name or in Sublandlord's name to accomplish such purpose and Sublandlord, upon Subtenant's reasonable request and at Subtenant's sole cost and expense, shall reasonably cooperate with Subtenant in this regard. In addition, Subtenant shall be entitled to any abatement of rent otherwise payable by Subtenant hereunder, including Additional Rent, to the extent Sublandlord is entitled to abatement of rent under the Lease following for such event or circumstance. Subtenant shall defend, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including reasonable attorneys' fees and costs, arising out of or in connection with any such action by Subtenant, including the execution posting of this Sublease a bond or similar security when appropriate, unless such actions are required as a result of Sublandlord's breach of any of its covenants set forth in items (e.g.i) - (iii) above. Subtenant agrees that except as otherwise expressly provided herein, meeting its Sublandlord shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the rights or obligations to timely pay rent to Landlord), (b) to render all services and perform all obligations to of Sublandlord under the Lease for which Subtenant it is legally and contractually able to perform or may be responsible under this Sublease and the Lease, and (c) timely coordinate and cooperate with Landlord in procuring for or by which Subtenant services and the fulfillment of obligations under the Lease that only Landlord may legally or contractually performbe bound.

Landlord’s Performance Under Lease. Subtenant recognizes that Sublandlord, pursuant to its rights under the Lease, may Sublandlord is not have the legal or contractual right in a position to render certain of the services or to perform certain of the obligations required by Sublandlord by the terms of this Sublease, as set forth in Exhibit B hereto. Therefore, except as expressly set forth herein, Subtenant acknowledges and Sublandlord warrants and agrees that performance by Sublandlord of its obligations with respect to those items are subject to due performance by Landlord of its corresponding obligations under the Lease. Lease and Sublandlord shall not be liable to Subtenant for any default of Landlord under the Lease for any items that Landlord expressly is solely responsible for performing, whether under the Lease or in a separate writingLease. Subject to the foregoing, Subtenant shall not have any claim against Sublandlord by reason of Landlord’s failure or refusal to comply with any of the provisions of the Lease, unless such failure or refusal is a result of Sublandlord’s act or failure to act, and Subtenant shall pay Basic Rent, Additional Rent and all other charges provided for herein without any abatement, deduction or set-off whatsoever. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Lease, except as modified herein. Furthermore, Subtenant and Sublandlord further covenants covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Lease on the part of the “Tenant” thereunder. The foregoing notwithstandingWhenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Lease, Sublandlord hereby covenants and agrees that it shall to use all commercially reasonable efforts to obtain such consent (aas more specifically provided in Section 12, below) fulfill and/or performance on behalf of Subtenant. So long as Subtenant is not in default under this Sublease, Sublandlord covenants as follows: (i) not to voluntarily terminate the Lease (except in the event of damage or destruction or condemnation and in accordance with Sublandlord’s rights under the Lease or in any other manner in which Subtenant’s rights hereunder are preserved); (ii) not to modify the Lease so as to adversely affect Subtenant’s rights hereunder; and (iii) to take all commercially reasonable actions necessary to preserve the Lease. Sublandlord shall indemnify, defend and hold Subtenant harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with the breach by Sublandlord of any of the covenants set forth in the immediately preceding sentence. If Sublandlord fails, after using reasonable efforts, to cause Landlord under the Lease to observe and/or perform its remaining obligations under the Lease, Subtenant shall have the right, in Sublandlord’s name, to seek to enforce the Lease following against Landlord and Sublandlord, upon Subtenant’s reasonable request and at Subtenant’s sole cost and expense, shall reasonably cooperate with Subtenant in this regard. Subtenant shall defend, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with any such action by Subtenant, unless such actions are required as a result of Sublandlord’s breach of any of its covenants set forth in items (i) - (iii) above. Subtenant agrees that except as otherwise expressly provided herein, Sublandlord shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the execution rights or obligations of this Sublease (e.g., meeting its obligations to timely pay rent to Landlord), (b) to render all services and perform all obligations to Sublandlord under the Lease for which Subtenant it is legally and contractually able to perform or may be responsible under this Sublease and the Lease, and (c) timely coordinate and cooperate with Landlord in procuring for or by which Subtenant services and the fulfillment of obligations under the Lease that only Landlord may legally or contractually performbe bound.

Landlord’s Performance Under Lease. Subtenant recognizes that Sublandlord, pursuant to its rights under the Lease, may Sublandlord is not have the legal or contractual right in a position to render certain any of the services or to perform certain any of the obligations required by Sublandlord by the terms of this Sublease, as set forth in Exhibit B hereto. Therefore, except as expressly set forth hereinnotwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and Sublandlord warrants and agrees that performance by Sublandlord of its obligations with respect to those items hereunder are subject to conditional upon due performance by Landlord of its corresponding obligations under the Lease. Lease and Sublandlord shall not be liable to Subtenant for any default of Landlord under the Lease for any items that Landlord expressly is solely responsible for performing, whether under the Lease or in a separate writingLease. Subject to the foregoing, Subtenant shall not have any claim against Sublandlord by reason of Landlord’s failure or refusal to comply with any of the provisions of the Lease, unless such failure or refusal is a result of Sublandlord’s act or failure to act, and Subtenant shall pay Basic Rent and additional rent and all other charges provided for herein without any abatement, deduction or set-off whatsoever. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Lease, except as modified herein. Furthermore, Subtenant and Sublandlord further covenants covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Lease on the part of the “Tenant” Tenant thereunder. The foregoing notwithstandingWhenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Lease, Sublandlord hereby covenants and agrees that it shall to use all commercially reasonable efforts to obtain such consent (as more specifically provided in Section 9, below) and/or performance on behalf of Subtenant. So long as Subtenant is not in default under this Sublease, Sublandlord covenants as follows: (a) fulfill its remaining obligations not to voluntarily terminate the Lease (except in the event of damage or destruction or condemnation and in accordance with Sublandlord’s rights under the Lease following the execution of this Sublease (e.g., meeting its obligations to timely pay rent to Landlordor in any other manner in which Subtenant’s rights hereunder are preserved), ; (b) not to render all services and perform all obligations modify the Lease so as to Subtenant it is legally and contractually able to perform under this Sublease and the Lease, adversely affect Subtenant’s rights hereunder; and (c) timely coordinate to take all commercially reasonable actions necessary to preserve the Lease. Sublandlord shall indemnify, defend and cooperate hold Subtenant harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with the breach by Sublandlord of any of the covenants set forth in the immediately preceding sentence. If Sublandlord fails, after using reasonable efforts, to cause Landlord in procuring for Subtenant services and under the fulfillment of Lease to observe and/or perform its obligations under the Lease, upon prior written notice to Sublandlord, Sublandlord shall non-exclusively assign to Subtenant Sublandlord’s right under the Lease to enforce such provisions of the Lease and Sublandlord, upon Subtenant’s reasonable request and at Subtenant’s sole cost and expense, shall reasonably cooperate with Subtenant in this regard. Subtenant shall defend, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with any such action by Subtenant, unless such actions are required as a result of Sublandlord’s breach of any of its covenants set forth in items (a)—(c) above. Subtenant agrees that only except as otherwise expressly provided herein, Sublandlord shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the rights or obligations of Sublandlord under the Lease for which Subtenant is or may legally be responsible under this Sublease or contractually performby which Subtenant may be bound.

Landlord’s Performance Under Lease. Subtenant recognizes that Sublandlord, pursuant to its rights under the Lease, may Sublandlord is not have the legal or contractual right in a position to render certain any of the services or to perform certain any of the repair or maintenance obligations required to be performed by Sublandlord Landlord by the terms of this Sublease, as set forth in Exhibit B heretothe Lease. Therefore, except as expressly set forth herein, Subtenant acknowledges and Sublandlord warrants and agrees that performance by Sublandlord of its those obligations with respect to those items hereunder that are subject to dependent on Landlord’s performance under the Lease are conditional upon due performance by Landlord of its corresponding obligations under the Lease. Lease and Sublandlord shall not be liable to Subtenant for any default of Landlord under the Lease for any items that Landlord expressly is solely responsible for performing, whether under the Lease or in a separate writing. Subject to the foregoing, and Subtenant shall not have any claim against Sublandlord by reason of Landlord’s failure or refusal to comply with any of the provisions of the Lease. , unless such failure or refusal is a result of Sublandlord’s act or failure to act as required under this Sublease or the Lease, and Subtenant covenants shall pay Basic Rent and warrants additional rent and all other charges provided for herein as required hereunder without any abatement, deduction or set-off whatsoever, except as expressly provided for herein; provided, however, that (i) Sublandlord shall use commercially reasonable efforts, at Subtenant's sole cost and expense, to cause Landlord to perform its obligations under the Lease, (ii) if Sublandlord shall receive an abatement of Basic Rent or additional rent with respect to the Premises pursuant to the Lease, Subtenant shall receive a corresponding abatement of Basic Rent or additional rent hereunder, it being understood that Sublandlord shall use commercially reasonable efforts, at Subtenant's sole cost and expense, to obtain any such abatement that it fully understands and agrees may be entitled to under the Lease. This Sublease shall be subject to and bound by all of the covenants, agreements, terms, terms and provisions and conditions of the Lease, except as modified herein. Furthermore, Subtenant further covenants shall not to take any action or do or perform any act or fail to perform any act which would result in the failure failure, default, or breach of any of the covenants, agreements, terms, provisions or conditions of the Lease on the part of the “Tenant” Tenant thereunder. The foregoing notwithstandingWhenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Lease, Sublandlord hereby covenants and agrees that it shall to promptly upon Subtenant’s request from time to time, use all commercially reasonable efforts to obtain such consent (as more specifically provided in Section 9 below) and/or prompt performance on behalf of Subtenant. So long as Subtenant is not in default under this Sublease beyond all applicable notice and cure periods, Sublandlord covenants as follows: (a) fulfill its remaining obligations not to amend or voluntarily terminate the Lease (except in the event of damage or destruction or condemnation and in accordance with Sublandlord’s rights under the Lease following the execution of this Sublease (e.g., meeting its obligations to timely pay rent to LandlordLease), or take any action (which is not Subtenant’s obligation hereunder) which would cause the Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord under the Lease; (b) not to render all services and perform all modify the Lease so as to adversely affect Subtenant’s rights or increase its obligations to Subtenant it is legally and contractually able to perform under this Sublease and the Lease, hereunder; and (c) timely coordinate to take all commercially reasonable actions necessary to preserve the Lease. Sublandlord shall indemnify, defend, protect and cooperate hold Subtenant harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in connection with the breach by Sublandlord of any of the covenants set forth in the immediately preceding three (3) sentences. If Sublandlord fails, after using commercially reasonable efforts, to cause Landlord in procuring for Subtenant services and under the fulfillment of Lease to observe and/or perform its obligations under the Lease, upon prior written notice to Sublandlord, Sublandlord shall non-exclusively assign to Subtenant Sublandlord’s right under the Lease to enforce such provisions of the Lease and Sublandlord, upon Subtenant’s reasonable request and at Subtenant’s sole cost and expense, shall reasonably cooperate with Subtenant in this regard, and if such assignment is not permitted by applicable laws or otherwise, Sublandlord shall take such other commercially reasonable action as is requested by Subtenant on Subtenant’s behalf, at Subtenant’s sole cost and expense. Subtenant shall defend, protect, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including reasonable attorneys’ fees and costs, to the extent arising out of or in connection with any such actions by Subtenant, unless such actions are required as a result of Sublandlord’s breach of any of its covenants set form in items (a)-(c) above. Subtenant agrees that only except as otherwise expressly provided herein, Sublandlord shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the rights or obligations of Sublandlord under the Lease for which Subtenant is or may legally be responsible under this Sublease or contractually performby which Subtenant may be bound. Sublandlord shall promptly forward to Subtenant true and correct copies of all notices, requests, demands and communications received by Sublandlord from Landlord affecting Subtenant or the Premises. Without limiting the generality of the foregoing, Sublandlord agrees to promptly provide Subtenant with a copy of any notice alleging any default under the Lease.