Common use of Prime Lease Clause in Contracts

Prime Lease. (a) Landlord represents and warrants that the Prime Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause a breach, default or an event of default under the terms of the Prime Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason other than expiration of the term of the term of the Prime Lease during the Term of this Sublease, then and in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereof. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by Tenant, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease that may be available to Landlord in connection with such termination. Prior to the end of the Prime Lease term, Landlord shall, at its option, either extend the term of the Prime Lease or convert this Sublease to a direct lease with the Prime Landlord for the remainder of the Term of this Sublease.

Prime Lease. (a) Landlord represents Tenant recognizes and warrants that acknowledges the Prime Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as existence of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause this Lease is a breach, default or an event sublease of default under the terms a portion of Landlord’s leasehold estate created by the Prime Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions termination of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason whatsoever, other than expiration the default of Landlord, shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease is subject to all of the term of the term terms and provisions of the Prime Lease during and hereby agrees to be bound by provisions thereof, including but not limited to the Term provisions relating to employment and non-discrimination and other provisions of this Sublease, then and which Landlord has made Tenant aware in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereofwriting. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by TenantBy execution hereof, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease hereby acknowledges that may be available to Landlord in connection with such termination. Prior to the end it has received a copy of all provisions of the Prime Lease termrelating to employment and non-discrimination all as set forth on Exhibit C attached hereto. Provided, however, that the execution of this Lease by Landlord shall, at its option, either extend the term of shall never be construed to be an approval hereof by the Prime Lease Lessor, it being understood that the Prime Lessor cannot be bound by any act or convert omission of Landlord. If Prime Lessor shall request a modification of this Sublease Lease, Tenant shall not unreasonably withhold or delay its consent to a direct lease modification which does not materially adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Landlord shall reasonably cooperate with the Tenant in connection with any approval of Prime Landlord Lessor required for the remainder construction of the Term of any Alterations by Tenant pursuant to this SubleaseLease.

Prime Lease. (a) Landlord represents This Lease is subject and warrants that the Prime Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause a breach, default or an event of default under the terms of subordinate to the Prime Lease. Prime Landlord agrees is not a party to immediately forward this Lease and its consent to Tenant, upon receipt thereof by Landlord, a copy or approval of each notice of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the this Lease shall not bind it to these terms and conditions conditions. Prime Landlord is not personally liable hereunder. Prime Landlord does however have the rights on its part expressly provided for herein, if any, and Prime Landlord is an intended third party beneficiary with respect thereto. Tenant shall not cause, permit, nor suffer to occur any act or failure to act that violates or is in conflict with any of the provisions of the Prime Lease, or causes the Prime Lease to be defaulted or forfeited. Landlord and Tenant acknowledge and agree shall not cause, permit, or suffer to occur any act or failure to act that all violates or is in conflict with any of the termsprovisions of the Prime Lease, covenantsor causes the Prime Lease to be defaulted or forfeited. It is expressly understood and agreed by Tenant that Landlord, conditionsits shareholders, provisionsdirectors, rights officers, employees and obligations in this Sublease agents are the complete terms and conditions between Landlord and Tenant. The terms and conditions not liable to Tenant for any damages arising out of or pertaining to any breach of the Prime Lease are specifically not incorporated in, nor made a part by Prime Landlord (including Prime Landlord’s failure to perform any of this Sublease. If its obligations under the Prime Lease recited in this Lease). Tenant shall be terminated for also indemnify, and hold Landlord, its shareholders, directors, officers, employees and agents harmless from and defend Landlord against any reason other than expiration and all claims or liability arising out of the term of the term or pertaining to a breach of the Prime Lease during the Term by Landlord caused by or resulting from a breach of this Sublease, then and in that event this Sublease shall thereupon automatically terminate and Lease by Tenant. Landlord shall have no indemnify, and hold Tenant, its shareholders, directors, officers, employees and agents harmless from and defend Tenant against any and all claims or liability arising out of or pertaining to Tenant a breach of the Prime Lease by reason thereofLandlord that is not caused by or resulting from a breach of this Lease by Tenant. If such termination shall have been effected because of the breach or default by Landlord is required to pay to Prime Landlord any additional charges under the Prime Lease not occasioned as a result of special or extra services furnished to, requests made by, or acts or omissions of Tenant or Tenant’s agents, employees, contractors, principals, invitees and/or licensees, Tenant shall promptly pay to Landlord the amount(s) required to satisfy such charges so Landlord may transmit the same to Prime Landlord. At any time, Landlord may, by default providing Tenant with written notice of the same, elect to require Tenant to perform its obligations hereunder directly to Prime Landlord, and Tenant shall do so upon Landlord’s election, in which case, Tenant shall send to Landlord, upon delivery or receipt (as the case may be), copies of all notices and other communications it thereafter sends to or receives from Prime Landlord. This Lease and the obligations of the parties hereunder are expressly conditioned upon Landlord obtaining the prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord’s approval of this Lease) with respect to the nature and operation of Tenant’s business and/or the financial condition of Tenant, or as may otherwise be required under the Prime Lease. If Prime Landlord fails to consent to this Lease within thirty (30) days after the execution and delivery of this Lease in form reasonably acceptable to Tenant, Tenant shall be entitled have the right to pursue whatever rights and remedies against terminate this Lease by giving written notice thereof to the Landlord and/or at any time thereafter, but before Prime Landlord under the Prime Lease and/or this Sublease that may be available to Landlord in connection with grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. Prior If Prime Landlord fails to consent to this Lease within forty five (45) days after the execution and delivery of this Lease in form reasonably acceptable to Landlord, Landlord shall have the right to terminate this Lease by giving written notice thereof to the end of the Tenant at any time thereafter, but before Prime Lease termLandlord grants such consent, and within 5 days following such termination, Landlord shall, at its option, either extend the term shall return any Security Deposit and prepaid rent to Tenant. No failure or refusal of the Prime Lease or convert this Sublease to a direct lease with the Prime Landlord to so consent to this Lease as aforesaid shall subject Landlord to any liability, except for the remainder of the Term of this SubleaseLandlord’s failure to use good faith efforts to obtain Prime Landlord’s consent.

Prime Lease. (a) Landlord represents Tenant recognizes and warrants that acknowledges the Prime Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as existence of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause this Lease is a breach, default or an event sublease of default under the terms a portion of Landlord’s leasehold estate created by the Prime Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions termination of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason whatsoever shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of any rent or other than expiration sums due by Tenant hereunder. Tenant further agrees that th▇▇ ▇▇▇se is subject to all of the term of the term terms and provisions of the Prime Lease during and hereby agrees to be bound by provisions thereof, including but not limited to the Term of this Sublease, then provisions relating to employment and in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereofnon-discrimination. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by TenantBy execution hereof, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease hereby acknowledges that may be available to Landlord in connection with such termination. Prior to the end it has received a copy of all provisions of the Prime Lease termrelating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall, at its option, either extend the term of shall never be construed to be an approval hereof by the Prime Lease Lessor, it being understood that the Prime Lessor cannot be bound by any act or convert omission of Landlord. If Prime Lessor shall request a modification of this Sublease Lease, Tenant shall not unreasonably withhold or delay its consent to a direct lease modification which does not adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor relating to this Lease shall be directed through Landlord and that Tenant shall not seek any approvals or otherwise communicate with Prime Lessor regarding this Lease without the Prime Landlord for the remainder approval of the Term of this SubleaseLandlord.

Prime Lease. (a) A. Landlord represents and warrants to Tenant that (i) the redacted copy of the Prime LeaseLease attached hereto as Exhibit D is a true, a true accurate and complete copy of which is attached hereto the Prime Lease as Exhibit Eredacted, is (ii) to the actual knowledge of Landlord without inquiry the Prime Lease is, as of the date hereof, in full force and effect effect, and that no default(iii) to the actual knowledge of Landlord without inquiry, breach, event Landlord has neither given nor received a notice of default or other non-performance by either Landlord or Prime Landlord under such pursuant to the Prime Lease exists that remains uncured nor is Landlord aware, as of the Effective Date. Furthermoredate of this Sublease, Landlord represents that of any event which with the Prime Lease as described above is giving of notice or the complete and total Prime Lease and that no other modificationspassage of time, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause a breachboth, default or might constitute an event of default under the Prime Lease. B. Landlord covenants and agrees with Tenant as follows: (i) provided Tenant shall timely pay Tenant’s Rent and Additional Sublease Rent as and when due under this Sublease and perform and comply with the terms and obligations of this Sublease, Landlord shall pay, as and when due, all Base Rent, Additional Rent, and other charges payable by Landlord to Prime Landlord under the Prime Lease. , and Landlord agrees shall not voluntarily terminate the Prime Lease with respect to immediately forward the Premises (other than pursuant to Tenant, upon receipt thereof any termination right arising as a result of a casualty or taking or as otherwise as permitted under the Prime Lease); and (ii) Landlord shall timely perform those of its covenants and obligations under the Prime Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Tenant on behalf of Landlord, a copy including, by way of each notice example only and not in limitation hereof, maintaining in full force and effect all insurance required of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason other than expiration of the term of the term of the Prime Lease during the Term of this Sublease, then and in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereof. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by Tenant, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease that may be available to Landlord in connection with such termination. Prior to the end of the Prime Lease term, Landlord shall, at its option, either extend the term of the Prime Lease or convert this Sublease to a direct lease with the Prime Landlord for the remainder of the Term of this Sublease.

Prime Lease. (a) Landlord represents Tenant recognizes and warrants that acknowledges the Prime Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as existence of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause this Lease is a breach, default or an event sublease of default under the terms a portion of Landlord’s leasehold estate created by the Prime Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity as tenant under the Prime Lease. (b) Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions termination of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason whatsoever shall never constitute a default by Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the payment of any rent or other than expiration sums due by Tenant hereunder. Tenant further agrees that this Lease is subject to all of the term of the term terms and provisions of the Prime Lease during and hereby agrees to be bound by provisions thereof, including but not limited to the Term of this Sublease, then provisions relating to employment and in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereofnon-discrimination. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by TenantBy execution hereof, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease hereby acknowledges that may be available to Landlord in connection with such termination. Prior to the end it has received a copy of all provisions of the Prime Lease termrelating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall, at its option, either extend the term of shall never be construed to be an approval hereof by the Prime Lease Lessor, it being understood that the Prime Lessor cannot be bound by any act or convert omission of Landlord. If Prime Lessor shall request a modification of this Sublease Lease, Tenant shall not unreasonably withhold or delay its consent to a direct lease modification which does not adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor relating to this Lease shall be directed through Landlord and that Tenant shall not seek any approvals or otherwise communicate with Prime Lessor regarding this Lease without the Prime Landlord for the remainder approval of the Term of this SubleaseLandlord.

Prime Lease. (a) Landlord represents Tenant acknowledges that it has read and warrants that examined the Prime Lease, a true Lease including all Schedules and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists Amendments as of the Effective Datedate hereof and is fully familiar with the terms, covenants and conditions on the Landlord's part as tenant to be performed thereunder. Furthermore, Landlord represents that All the obligations contained in the Prime Lease conferred and imposed upon Landlord (as described above is the complete lessee therein) except as modified and total Prime Lease amended by this Sublease, are hereby conferred and that no other modifications, amendments or significant documents related thereto exist in any eventimposed upon Tenant. Any rights granted to Landlord covenants that it will at all times in the future refrain from any act which may cause a breach, default or an event of default under the terms of the Prime Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity (as tenant lessee under the Prime Lease. (b) Notwithstanding are not necessarily granted to Tenant, as Tenant shall have only those rights as are specifically set forth in this Sublease. Tenant covenants and agrees to fully and faithfully perform the terms and conditions of the Prime Lease and this Sublease on its part to be performed. Tenant shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Landlord, as tenant, under the Prime Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Landlord and to be in default thereunder or liable for any damage, claim or penalty. Tenant acknowledge and agree agrees, as an express inducement for Landlord's executing this Sublease, that all if there is any conflict between the provisions of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are and the complete terms and conditions between Landlord and Tenant. The terms and conditions provisions of the Prime Lease are specifically not incorporated in, nor made a part which would permit Tenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of this Subleasethe Prime Lease shall prevail except for the limitations set forth herein in Section 1 and 4. If the Prime Lease shall be terminates or is terminated for any reason other than expiration of whatsoever, then this Sublease shall terminate simultaneously therewith. If Tenant is not in default under the term of terms and conditions hereof, any such termination shall be without liability between Landlord and Tenant, except such liability theretofore accruing; however, if Tenant is in default, the term default provisions hereof shall control as to Tenant's liability. Landlord may not voluntarily or otherwise consent to the termination of the Prime Lease during without the Term consent of this SubleaseTenant, then and in that said consent not to be unreasonably withheld, conditioned or delayed. In the event this Sublease shall thereupon automatically terminate and of a bankruptcy, dissolution, or reorganization which might preclude Landlord shall have no liability to Tenant by reason thereof. If such termination shall have been effected because of the breach or default by Landlord from performing under the Prime Lease not occasioned by default by Lease, Tenant, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease that may be available to Landlord in connection with such termination. Prior to the end of the Prime Lease term, Landlord shall, at its option, either extend the term shall be entitled to consider this Sublease as an assignment of Landlord's right, title and interest in and to the Prime Lease or convert as of the date and time of such event. Tenant shall have the right to exercise this Sublease option by written notice to a direct lease with the Lessor under the Prime Landlord for Lease and from and after the remainder date of such notice, Tenant shall be deemed to be the Term of this SubleaseLessor under the Prime Lease.