Common use of Master Lessor’s Consent Clause in Contracts

Master Lessor’s Consent. This Sublease and Sublessor’s and Sublessee’s obligations hereunder are conditioned upon obtaining the written consent of the Master Lessor to this Sublease upon such terms and conditions as are reasonably acceptable to both Sublessor and Sublessee (the “Master Lessor’s Consent”). The parties shall cooperate in good faith to obtain the Master Lessor’s Consent as soon as possible, but not later than fifteen (15) days after the Execution Date. Any and all costs and expenses associated with the Master Lessor’s Consent shall be borne solely by Sublessor. If the Master Lessor’s Consent is not obtained within fifteen (15) days after the Execution Date, then either Sublessor or Sublessee may terminate this Sublease by giving the other party ten (10) days’ prior written notice, in which case this Sublease shall terminate on the day following the last day of the ten (10)- day notice period (unless Master Lessor’s Consent is obtained during such ten (10)- day period, in which case this Sublease shall remain in full force and effect), neither party shall have any further rights or obligations hereunder and Sublessor shall return to Sublessee all sums (including the Letter of Credit, if applicable) paid by Sublessee to Sublessor in connection with Sublessee’s execution hereof. The return of all sums paid by Sublessee to Sublessor shall be Sublessee’s sole and exclusive remedy in the event of a termination pursuant to this Paragraph, including, without limitation, a termination resulting from Sublessor’s reasonable determination that any term or condition proposed by Master Lessor to be included in a consent is unacceptable.

Appears in 2 contracts

Sources: Sublease (PDL Biopharma, Inc.), Sublease (Biotech Spinco, Inc.)

Master Lessor’s Consent. This Sublease and Sublessor’s 's and Sublessee’s 's obligations hereunder are conditioned upon obtaining having obtained the written consent of the Master Lessor in a form reasonably acceptable to Sublessor and Sublessee. Unless waived in writing by Sublessee, such consent shall provide that (i) Sublessee shall additionally have the same rooftop rights (i.e., one (1) standard antennae or other communication device not to exceed 48 inches in height or 3 meters in diameter) and obligations offered to Sublessor under Section 8 of Exhibit G to the Master Lease, (ii) Master Lessor approves of the Preliminary Plans for the Tenant Improvements prepared by Design Blitz dated October 22, 2018, Master Lessor identifies which if any of Tenant Improvements shown on the Preliminary Plans will be required to be removed by Master Lessor upon the termination of the Master Lease, and Master Lessor agrees (a) to review and issue its approval or disapproval of Sublessee’s “Working Drawings and Specifications” and any “Changes” thereto (as such terms are defined in Exhibit X to the Master Lease, as incorporated herein) on a schedule reasonably acceptable to Sublessee, and (b) to resolve any disputes related to the design or construction of Sublessee’s Tenant Improvements in accordance with alternative dispute resolution procedures set forth in Section III of Exhibit X to the Master Lease, (iii) Master Lessor approves of Sublessee’s use of Design Blitz as the project architect, and Novo Construction, as the general contractor, for the Tenant Improvements, (iv) Master Lessor will agree to provide non-disturbance protection to Sublessee and continue to recognize Sublessee’s rights under this Sublease upon if the Master Lease is terminated due to a default by Sublessor (through no fault of Sublessee), as long as Sublessee is not then in default under this Sublease beyond any applicable notice and cure period, and Sublessee and Master Lessor each agree to such other customary and reasonable terms and conditions as are reasonably acceptable for such non-disturbance protection that either party may require, (v) Master Lessor will agree that the mutual waiver of subrogation set forth in Section 10.5 of the Lease will also apply to both Master Lessor and Sublessee, and (vi) Master Lessor will agree to Sublessee’s right to use the Exclusive Charging Stations described in Section 25 below. If Sublessor and Sublessee does not receive such consent within thirty (the “Master Lessor’s Consent”). The parties shall cooperate in good faith to obtain the Master Lessor’s Consent as soon as possible, but not later than fifteen (1530) days after the Execution Date. Any and all costs and expenses associated with the Master Lessor’s Consent shall be borne solely by date of Sublessor. If the Master Lessor’s Consent is not obtained within fifteen (15) days after the Execution Date's execution of this Sublease, then either Sublessor or Sublessee party may terminate this Sublease by giving the other party ten (10) days’ prior written notice, in which case this Sublease shall terminate on the day following the last day of the ten (10)- day 10)-day notice period (unless Master Lessor’s Consent consent is obtained during such ten (10)- day 10)-day period, in which case this Sublease shall remain in full force and effect), whereupon this Sublease shall terminate and Sublessor shall return to Sublessee all sums paid by Sublessee to Sublessor in connection with its execution of this Sublease, and neither party shall have any further rights or obligations hereunder and Sublessor shall return to Sublessee all sums (including the Letter of Credit, if applicable) paid by Sublessee to Sublessor in connection with Sublessee’s execution hereofhereunder. The return of all sums paid by Sublessee to Sublessor shall be Sublessee’s sole and exclusive remedy in the event of a termination pursuant to this Paragraph, including, without limitation, a termination resulting from Sublessor’s reasonable determination that any term or condition proposed by Master Lessor to be included in a consent is unacceptablethe foregoing sentence.

Appears in 1 contract

Sources: Sublease (Upwork Inc.)