Common use of Metroplex Cap Clause in Contracts

Metroplex Cap. The amounts of the following items shall be deducted from the Metroplex Cap, as and when paid by Subtenant: (i) installments of Metroplex Rent, (ii) costs and expenses of any insurance required to maintained by Subtenant under the Lease, and (iii) any operating costs, real estate taxes or similar costs and any additional rent imposed on Subtenant which are not imposed as a result of a Subtenant Default or as the result of Subtenant’s acts or omissions (such as, for example and not in limitation, Subtenant’s request for or use of additional utilities or services or for an approval by Prime Landlord ). Subtenant shall not request any additional utilities or services or Prime Landlord’s approval for any matter without first obtaining Sublandlord’s approval. Subtenant shall notify Sublandlord of any extraordinary or non-recurring costs or expenses (and the amount thereof) incurred by Subtenant which Subtenant in good faith believes are not Metroplex Excess Cap Rent and which Subtenant intends to deduct from the Metroplex Cap. Once the Metroplex Cap has been reached, Subtenant shall have no further obligations or liabilities under this Lease, except for any Metroplex Excess Cap Rent. In the event that Subtenant pays any Metroplex Rent in excess of the Metroplex Cap (it being understood that Subtenant shall have no obligation to do so) which sums do not constitute Metroplex Excess Cap Rent (the “Excess Cap Amount”), Sublandlord shall pay the same to Subtenant within thirty (30) days of an invoice therefor. Sublandlord hereby guarantees the payment of the Excess Cap Amount to Subtenant and shall indemnify, defend and hold harmless Subtenant, Subtenant’s partners, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and representatives of any kind (the “Indemnitees”) from and against any and all claims, demands, causes of action, judgments, costs, losses, obligations, fines, penalties and damages (including consequential and punitive damages) liabilities (including strict liability), and expenses (including, without limitation, attorneys’ fees, court costs, and other related costs) of any kind or nature whatsoever (collectively, “Losses”) that may at any time be incurred by, imposed upon or asserted against such Indemnitees directly or indirectly based on, or arising or resulting from the Lease and this Sublease which exceed the Metroplex Cap, including, without limitation, any Excess Cap Amount(s), but excluding any Losses which arise solely from a Subtenant Default or are Excess Cap Rent. From time to time during the Sublease Term, but not less than quarterly, Subtenant shall issue a statement to Sublandlord reflecting the Metroplex Cap and any deductions therefrom (“Metroplex Cap Statement”), together with evidence of payment of any deductions by Subtenant (other than any amounts paid by Subtenant to Sublandlord). In the event that Sublandlord disagrees with any Metroplex Cap Statement, Sublandlord shall notify Subtenant within ninety (90) days of receipt thereof and Subtenant and Sublandlord shall meet to resolve any disagreement; either party may pursue a such dispute in a court of competent jurisdiction. The provisions of this Paragraph 5 shall survive the expiration or earlier termination of this Sublease.