Subject to Prime Lease. Sublessor represents and warrants that a true and correct copy of the Prime Lease has as of the date of this Sublease, been delivered to Sublessee. This Sublease is subject and subordinate to the Prime Lease, which Prime Lease is incorporated herein by this reference, and by execution hereof Sublessee acknowledges receipt of a copy of the same. If the Prime Lease terminates for any reason, this Sublease shall terminate. Except for the terms set forth in this Sublease which are inconsistent with the terms of the Prime Lease, all the terms, covenants and conditions contained in the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the landlord under the Prime Lease and Sublessee were the tenant thereunder, except that Sublessor’s option to extend the original term is not applicable under this Sublease. In case of any breach hereof by Sublessee, Sublessor shall have all the rights against Sublessee as would be available to the landlord against the tenant under the Prime Lease if such breach were by the tenant thereunder. Sublessee expressly covenants and agrees not to do or permit to be done any act or thing in violation of the Prime Lease nor to require Sublessor to do or perform any act or thing not authorized or permitted by the terms of the Prime Lease. Provided Sublessee pays all amounts due to Sublessor hereunder, Sublessor shall timely pay all rent and other amounts due to the Prime Lessor, and subject to the terms and provisions of this Sublease, provided Sublessee is not in default hereunder, Sublessor shall not hinder or disturb Sublessee’s quiet enjoyment and possession of the Premises. If Sublessor fails to pay any amounts due under the Prime Lease after notice thereof and reasonable opportunity to cure, Sublessee may cure the same and may deduct any amounts so paid to the Prime Lessor from amounts due to the Sublessor.
Subject to Prime Lease. This Sublease is subject and subordinate to the Prime Lease (including the provisions thereof not incorporated herein by reference) and to all of Landlord’s rights under the terms of the Prime Lease. Subtenant has no authority, and shall not attempt, to exercise any of Sublandlord’s options (if any exist) to extend or terminate the Prime Lease or to add or remove space from the Leased Premises. Subtenant shall, within ten (10) days after request made by either Landlord or Sublandlord, execute and deliver a subordination agreement requested by any current or future mortgagee or ground lessor of the Building or any portion thereof in a commercially reasonable form (including without limitation the form attached hereto as Exhibit F), subordinating this Sublease to the interest of such mortgagee or ground lessor. Sublandlord and Landlord (but, with respect to Landlord, subject to the terms and conditions of the Consent and the Recognition Agreement) shall have no liability whatsoever to Subtenant with respect to (i) termination of the Prime Lease for any reason (including, without limitation, Sublandlord’s default thereunder) or (ii) termination of the Sublease as a result of termination of the Prime Lease.
Subject to Prime Lease. Notwithstanding anything to the contrary herein, this Sublease shall terminate and be of no further force and effect upon termination of the Prime Lease for any reason, without liability to Sublandlord whatsoever. In addition, under no circumstances shall Sublandlord be liable for failure to perform any obligation hereunder if said obligation is an obligation of Prime Landlord under the Prime Lease and Sublandlord is using diligent efforts to enforce its rights under the Prime Lease (after written notice from Subtenant setting forth with reasonable detail the nature of Prime Landlord's non-performance).
Subject to Prime Lease. The Lease shall remain in full force and effect in all respects, except to the extent it is amended hereby. Notwithstanding anything to the contrary herein, this Sublease shall terminate and be of no further force and effect upon termination of the Prime Lease for any reason, without liability to Sublandlord whatsoever. In addition, under no circumstances shall Sublandlord be liable for failure to perform any obligation hereunder if said obligation is an obligation of Prime Landlord under the Prime Lease and Sublandlord is using diligent efforts to enforce its rights under the Prime Lease (after written notice from Subtenant setting forth with reasonable detail the nature of Prime Landlord's non-performance).
Subject to Prime Lease. This Sublease is and shall be subject and subordinate to the Overleases and to all matters to which the Overleases are and shall be subject and subordinate. Notwithstanding anything to the contrary contained in this Sublease, Subtenant does not have any rights in respect of the Subleased Premises greater than Sublessor’s rights under the Overleases. The provisions, terms, conditions and covenants of the Overleases, except as to the amount of the rent, are incorporated by reference into this Sublease such that, except to the extent that they are inapplicable or specifically modified by the provisions of this Sublease for the purposes of incorporation by reference, each and every provision, term, condition and covenant of the Overleases binding upon or inuring to the benefit of Landlord or Avalon thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublessor, and each provision of the Overleases binding upon or inuring to the benefit of the tenant or “Subtenant” named therein shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as though those provisions were completely set forth in this document. To the extent possible, the provisions of the Overleases incorporated by reference into this Sublease shall be construed as consistent with and complementary to the other provisions of this Sublease, but in the event of any inconsistency, those provisions of this Sublease not incorporated by reference from the Overleases shall control.
Subject to Prime Lease. This Sublease is and shall be subject and subordinate to the Prime Lease and to all matters to which the Prime Lease is and shall be subject and subordinate. Notwithstanding anything to the contrary contained in this Sublease, Subtenant does not have any rights in respect of the Subleased Premises greater than Sublessor’s rights under the Prime Lease. The provisions, terms, conditions and covenants of the Prime Lease, except as to the amount of the rent, are incorporated by reference into this Sublease such that, except to the extent that they are inapplicable or specifically modified by the provisions of this Sublease for the purposes of incorporation by reference, each and every provision, term, condition and covenant of the Prime Lease binding upon or inuring to the benefit of Landlord thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublessor, and each provision of the Prime Lease binding upon or inuring to the benefit of the tenant or lessee thereunder shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as though those provisions were completely set forth in this document. To the extent possible, the provisions of the Prime Lease incorporated by reference into this Sublease shall be construed as consistent with and complementary to the other provisions of this Sublease, but in the event of any inconsistency, those provisions of this Sublease not incorporated by reference from the Prime Lease shall control.
Subject to Prime Lease. 3.1.1. This Sublease is subject and subordinate in all respects to the Prime Lease, and, Sublessee shall be bound by, the terms, conditions and provisions of the Prime Lease, except as altered, modified or otherwise agreed to herein and except for those duties and obligations set forth in the Basic Terms 4, 5, 6, 7, 9, 10, 11, 12, 13 and 14 and the following Sections of the Prime Lease: 1.2.5, 1.5, 2.1,
Subject to Prime Lease. This Sublease is expressly subject to and inferior to the Prime Lease.
Subject to Prime Lease. Tenant acknowledges and agrees that its rights hereunder and its possession of the Premises are subject to and subordinate to the Prime Lease, with the same force and effect as if fully set forth herein together with all matters to which the Prime Lease is subject and subordinate. Notwithstanding the foregoing, Tenant shall not be bound by any amendment or modification to the Prime Lease hereafter made to the extent the provisions thereof would materially and adversely affect Tenant. All of the terms of the Prime Lease with which Landlord is bound to comply shall, to the extent that the same apply to the Real Property and its development and/or operation and use, as contemplated hereby or otherwise, be binding upon Tenant. Tenant agrees to fully and timely perform, according to the terms of the Prime Lease, all of the duties, covenants, agreements and obligations of tenant under the Prime Lease. While provisions of the Prime Lease are applicable to this Lease, this Lease is intended to be a distinct agreement between its parties. Whenever Prime Landlord’s consent is required for any action to be taken by Tenant, Landlord shall use commercially reasonable efforts to obtain such consent, but failure to obtain such consent shall not be a Landlord default under this Lease. Upon receipt of written notice by Tenant, Landlord shall use commercially reasonable efforts to enforce, on behalf of Tenant, the provisions of the Prime Lease that are applicable to the Premises and set forth in specificity in Tenant’s written notice to Landlord.
Subject to Prime Lease. The Sublease is and shall be subject and subordinate at all times to each and every term of the Prime Lease and this Agreement. Subtenant shall not do, permit or suffer anything to be done in, or in connection with, Subtenant’s use or occupancy of the Subleased Premises which would violate any of the terms of the Prime Lease. Notwithstanding the foregoing, or anything else herein contained, Prime Landlord acknowledges that it has reviewed the Sublease and to the extent Central may have granted rights to Subtenant which may in some circumstances exceed, or be inconsistent with, the rights of Central under the Prime Lease (for example, rights to make certain Transfers and to make certain Alterations), Prime Landlord specifically approves such rights and agrees that neither Central’s grant of such rights nor Subtenant’s exercise thereof will constitute a breach of the Prime Lease by Central or Subtenant.
