Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 2 contracts
Samples: Sublease Agreement (Oportun Financial Corp), Sublease Agreement (Oportun Financial Corp)
Sublandlord’s Obligations. Anything contained in this Sublease or in the Prime Lease to the contrary notwithstanding, Sublandlord agrees shall have no responsibility to Subtenant for, and shall not be required to provide, any of the services or make any of the repairs or restorations that Prime Landlord has agreed to make or provide, or cause to be made or provided, under the Prime Lease and Subtenant shall be entitled to receive all services rely upon, and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to to, Prime Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Leaseprovision or making thereof. Any condition resulting from a Default by If Prime Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from default in the performance or observance of any of its obligations to be performed or observed under this Subleasethe Prime Lease, or entitle if Subtenant wishes to receive file a protest or to dispute any reduction in matter or abatement of thing Sublandlord has the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act protest or omission of Landlord dispute as Prime Tenant under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Prime Lease, then Subtenant shall advise Sublandlord of such protest or dispute (together with all material facts and circumstances pertaining thereto) and Sublandlord shall make demand on Prime Landlord and shall employ all reasonable efforts (but at no material cost) to cause Prime Landlord to cure such default or resolve such dispute. If Sublandlord shall fail to cause Prime Landlord to cure such default (or if such dispute shall not be resolved) within a reasonable period of time, then following notice from Subtenant to Sublandlord, Subtenant shall have the right, at Subtenant’s sole cost and expense, will use commercially reasonable effortsand in the name of Sublandlord, to file any such protest and/or to make demand or institute any appropriate action or proceeding against Prime Landlord for the enforcement of its obligations. Sublandlord agrees that it shall sign such demands, pleadings and/or other papers, and shall otherwise cooperate with attorneys approved by and paid for by Subtenant, as may be reasonably required or necessary to have Landlord fulfill enable Subtenant to proceed in Sublandlord’s name to enforce the obligations of Prime Landlord, provided that Subtenant shall indemnify and defend Sublandlord against, and hold Sublandlord harmless from, any and all liability incurred by or judgment entered against Sublandlord, in connection with the prosecution by Subtenant of any such proceeding or action. Sublandlord also agrees that as long as Subtenant is not in default hereunder, Sublandlord will not (i) take any action which would constitute a voluntary surrender under the Prime Lease, or (ii) willfully default thereunder resulting in the termination of this Sublease and/or Subtenant’s eviction thereunder. Except as may result from a default of Sublandlord of its obligations under the Master LeasePrime Lease as specified in the preceding sentence, or a breach of this Sublease, Subtenant shall not make any claim against Sublandlord.
Appears in 2 contracts
Samples: Agreement of Sublease (Advancis Pharmaceutical Corp), Agreement of Sublease (Large Scale Biology Corp)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled does not assume any obligation to receive all services perform the terms, covenants, conditions, provisions and repairs agreements contained in the Prime Lease on the part of Prime Landlord to be provided by performed. In the event Prime Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord fail to perform any of such servicesthe terms, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under covenants, conditions, provisions and agreements contained in the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of Prime Lease on its obligations part to be performed or observed under performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, or entitle Subtenant Sublandlord shall use commercially reasonable, good-faith efforts to receive any reduction in or abatement enforce the obligations of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Prime Landlord under the Master Prime Lease. Sublandlord covenants , and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect such efforts shall include, without limitation: (i) upon Subtenant’s use or occupancy written request, notifying Prime Landlord of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations any nonperformance under the Master LeasePrime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, then Sublandlordcooperating with Subtenant, at Subtenant’s sole cost and expense, will use commercially to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable effortsopinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with attorneys legal counsel selected by Sublandlord and reasonably approved by and paid for by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord fulfill its obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Master Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease., such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.
Appears in 2 contracts
Samples: Lease Agreement (Reliant Technologies Inc), Agreement of Sublease (Mercury Interactive Corp)
Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises or the building in which the Sublease Premises is located (the “Building”), including, without limitation, the performance and completion of Landlord’s Work (as defined in the Master Lease), is the responsibility of Master Landlord (collectively “Master Landlord Obligations”), upon Subtenant’s written request, Sublandlord agrees shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, including the commencement of appropriate legal proceedings; provided, however, that, except to the extent resulting from Sublandlord’s breach of or default under the Master Lease which is not the result of Subtenant’s breach or default hereunder, in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant shall be entitled to receive withhold the payment of Rent or to terminate this Sublease, except to the extent Sublandlord has such a termination right under the Master Lease. If Sublandlord is unsuccessful in obtaining the performance by Master Landlord of the Master Landlord Obligations in accordance with the immediately preceding sentence, then Subtenant shall have the right, upon prior written notice to Sublandlord, to exercise in its own name all services and repairs to be provided by Landlord of the rights available to Sublandlord under the Master LeaseLease to enforce performance on the part of Master Landlord. Subtenant shall look solely to Landlord for all such It is expressly understood that the services and shall notrepairs which are incorporated herein by reference, under any circumstancesincluding but not limited to the maintenance of exterior walls, seek nor require Sublandlord structural portions of the roof, foundations, walls and floors, will in fact be furnished by Master Landlord and not by Sublandlord, except to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the extent otherwise provided in the Master Lease. Any condition resulting from a Default by Landlord In addition, Sublandlord shall not constitute as between Sublandlord and Subtenant an evictionbe liable for any maintenance, actual restoration (following casualty or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance destruction) or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction repairs in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Lease to the extent that failure Landlord to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease. With respect to any maintenance or repair to be performed by Master Landlord respecting the Sublease Premises, the parties expressly agree that Subtenant shall have the right to contact Master Landlord directly to cause it to so perform.
Appears in 1 contract
Samples: Sublease (diaDexus, Inc.)
Sublandlord’s Obligations. Sublandlord agrees shall have no obligation to perform any of Master Landlord's obligations under the Master Lease, including, --------------------------------------- without limitation, (i) providing any of the services that Subtenant shall be entitled Master Landlord has agreed to receive all services and provide pursuant to the Master Lease (or required by law), or (ii) furnishing the electricity to the Sublease Premises that Master Landlord has agreed to furnish pursuant to the Master Lease (or required by law), or (iii) making any of the repairs or restorations that Master Landlord has agreed to make pursuant to the Master Lease (or required by law), or iv) complying with any laws or requirements of any governmental authorities, or v) take any other action that Master Landlord has agreed to provide, furnish, make, comply with, or take, or cause to be provided by Landlord to Sublandlord provided, furnished, made, complied with or taken under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require have no rights against Sublandlord arising out of the Master Landlord's failure to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default its obligations under the Master Lease. Any condition resulting from a Default Subtenant shall have the right to institute an action under the provisions of the Master Lease to the extent such action relates to the Sublease Premises, provided Subtenant gives Sublandlord at least 30 days' prior written notice and Sublandlord has failed to take action within that time. Notwithstanding the foregoing, if an action or cure cannot be completed within 30 days after receipt, but such action or cure is commenced within 30 days after receipt of notice, and is diligently being pursued, Subtenant shall have no right to pursue Master Landlord or Sublandlord. If Subtenant subsequently pursues such action, Subtenant agrees to reimburse Sublandlord for any costs incurred by Sublandlord in connection with Subtenant instituting any such action. Sublandlord shall give reasonable assistance to Subtenant in enforcing the terms of the Master Lease, and will execute all documents reasonably necessary to enable Subtenant to pursue Master Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of in its failure to perform any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill shall perform its obligations under the Master Lease when due- in accordance with the terms of the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Except for those obligations assumed by ------------------------- Subtenant herein and provided Subtenant is not in default of the terms of this Sublease, Sublandlord shall continue to faithfully perform all of its obligations under the Master Lease throughout the term of this Sublease. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease with respect to the Premises. Subject to Paragraph 12(b) above, Subtenant shall look solely to Landlord for all such services and repairs and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such servicesservices or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master LeaseLease unless such default is caused by Sublandlord. Any Subject to Paragraph 12(b) above, any condition resulting from a Default default by Landlord under the Master Lease (other than a default caused by Sublandlord) shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of , except to the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against extent Sublandlord by reason of any act or omission of Landlord receives an abatement in its Rent under the Master LeaseLease with respect to the Premises. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to this Sublease and the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord such payment is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leaseobligation of Subtenant hereunder.
Appears in 1 contract
Samples: Xpeed Networks Inc
Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises or the building in which the Sublease Premises is located (the "Building"), including, without limitation, the performance and completion of Landlord's Work (as defined in the Master Lease), is the responsibility of Master Landlord (collectively "Master Landlord Obligations"), upon Subtenant's written request, Sublandlord agrees shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, including the commencement of appropriate legal proceedings; provided, however, that, except to the extent resulting from Sublandlord's breach of or default under the Master Lease which is not the result of Subtenant's breach or default hereunder, in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant shall be entitled to receive withhold the payment of Rent or to terminate this Sublease, except to the extent Sublandlord has such a termination right under the Master Lease. If Sublandlord is unsuccessful in obtaining the performance by Master Landlord of the Master Landlord Obligations in accordance with the immediately preceding sentence, then Subtenant shall have the right, upon prior written notice to Sublandlord, to exercise in its own name all services and repairs to be provided by Landlord of the rights available to Sublandlord under the Master LeaseLease to enforce performance on the part of Master Landlord. Subtenant shall look solely to Landlord for all such It is expressly understood that the services and shall notrepairs which are incorporated herein by reference, under any circumstancesincluding but not limited to the maintenance of exterior walls, seek nor require Sublandlord structural portions of the roof, foundations, walls and floors, will in fact be furnished by Master Landlord and not by Sublandlord, except to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the extent otherwise provided in the Master Lease. Any condition resulting from a Default by Landlord In addition, Sublandlord shall not constitute as between Sublandlord and Subtenant an evictionbe liable for any maintenance, actual restoration (following casualty or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance destruction) or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction repairs in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Lease to the extent that failure Landlord to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease. With respect to any maintenance or repair to be performed by Master Landlord respecting the Sublease Premises, the parties expressly agree that Subtenant shall have the right to contact Master Landlord directly to cause it to so perform.
Appears in 1 contract
Samples: Lease Agreement (Virologic Inc)
Sublandlord’s Obligations. Provided Subtenant is not in breach of ------------------------- the Sublease beyond any applicable notice and cure period, Sublandlord agrees shall not, without Subtenant's prior written consent, terminate the Master Lease during the term of the Sublease, commit any acts that Subtenant shall be entitled to receive all services and repairs to be provided by would entitle Master Landlord to Sublandlord terminate the Master Lease during the term of the Sublease, or, to the extent they apply to the term of the Sublease, amend or waive any provisions of the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease. Subtenant shall look solely Sublandlord, with respect to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any the obligations of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant , shall use Sublandlord's diligent good faith efforts to the cause Master Lease to the extent that failure Landlord to perform such obligations for the same would adversely affect benefit of Subtenant’s use or occupancy , meaning that (a) upon Subtenant's written request, immediately notifying Master Landlord of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations nonperformance under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have requesting that Master Landlord fulfill perform its obligations under the Master Lease; and (b) not to unreasonably withhold or delay in permitting Subtenant to commence a lawsuit or other action in Subtenant's name to obtain the performance required from Master Landlord under the Master Lease; provided, however, that if Subtenant commences a lawsuit or other action, Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all reasonable costs and expenses incurred by Sublandlord in connection therewith.
Appears in 1 contract
Samples: Artisan Components Inc
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor not shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice reasonably determines that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master LeaseLease and that such failure affects Subtenant’s permitted use of the Sublease Premises and notifies Sublandlord in writing thereof, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease. In addition, upon the written request of Subtenant, Sublandlord: (i) shall exercise its audit rights pursuant to Section 4.6 of the Master Lease in consultation with Subtenant at Subtenant’s sole cost and expense, and (ii) shall exercise Sublandlord’s right to terminate the Existing Sublease pursuant to Section 2(b) of the Existing Sublease at the direction of Subtenant, provided that Subtenant shall reimburse Sublandlord for the $20.21 per diem amount required to be paid to Upstart under the Existing Sublease for any number of days elapsing between October 12, 2018 and the Second Floor Commencement Date. Sublandlord represents and warrants to Subtenant as follows: (i) the Master Lease attached hereto as Exhibit A constitutes the entire agreement between Landlord and Sublandlord relating to the lease of the Master Premises (except that certain economic terms have been redacted); (ii) no default or breach by Sublandlord or, to the best knowledge of Sublandlord, by Landlord exists under the Master Lease; (iii) no event has occurred that, with the passage of time, the giving of notice, or both, otherwise would constitute a default or breach by Sublandlord, or to the best of Sublandlord’s knowledge, the Landlord under the Master Lease; (iv) subject to receipt of Landlord’s written consent hereto, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. Sublandlord shall not rescind, amend or otherwise enter into any agreement modifying, terminating or otherwise affecting the Master Lease in a manner that materially adversely affects Subtenant’s rights under this Sublease without the prior written consent of Subtenant, except in the event of a right to terminate the Master Lease in connection with casualty or condemnation. In addition, Sublandlord agrees that it shall not exercise any option or other right to extend the initial Lease Term pursuant to the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease and the benefit of all covenants of Landlord under the Master Lease insofar as such services and covenants apply to the Subleased Space. Subtenant shall look solely to Landlord for all such services and benefits and shall not, under any circumstances, seek nor require Sublandlord to perform any of such servicesservices or covenants, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease. Sublandlord shall take all reasonable action to obtain the performance of Landlord's obligations under, and the furnishing of services by Landlord pursuant to, the Master Lease, and, upon request by Subtenant and at Subtenant's sole cost, Sublandlord shall diligently seek to enforce the obligations of Landlord under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute constitute, as between Sublandlord and Subtenant Subtenant, an eviction, actual or constructive, of Subtenant Subtenant, and no such Default default shall excuse Subtenant from the performance or observance of any obligations of its obligations to be performed or observed Subtenant under this Sublease, Sublease or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Subleaserent. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants Lease other than an action relating to Sublandlord's failure, after notice from Subtenant and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant at Subtenant's sole cost, to the Master Lease diligently seek to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair enforce Landlord's obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved . Sublandlord shall not do any act or thing which constitutes a default by and paid for by Subtenant, to have Landlord fulfill its obligations Sublandlord as Tenant under the Master Lease. Sublandlord agrees to indemnify and defend Subtenant against and hold Subtenant harmless from any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of any breach by Sublandlord of its obligations as Tenant under the Master Lease except obligations that are assumed by Subtenant under this Sublease.
Appears in 1 contract
Samples: Bancwest Corp/Hi
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Phase A Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Phase A Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or or, except as otherwise provided in this Sublease, entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, and subject to Paragraph 14 hereof, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Phase A Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Phase A Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in In the event that Subtenant sends Sublandlord of a factually correct notice that it cannot use its Sublease Premises for its normal business activities because breach by Landlord is not fulfilling its maintenance and repair obligations under of any term of the Master Phase A Lease, then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the correction or cure by Landlord of Landlord's breach. Such efforts shall include, at without limitation, upon Subtenant’s sole cost 's request, (a) immediately notifying Landlord of its non-performance under the Phase A Lease and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have demanding that Landlord fulfill perform its obligations under the Master Lease.Phase A Lease and/or (b) assigning Sublandlord's rights under the Phase A Lease to Subtenant to the
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant ------------------------- shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Phase B Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Phase B Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or or, except as otherwise provided in this Sublease, entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, and subject to Paragraph 11 hereof, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Phase B Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Phase B Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in In the event that Subtenant sends Sublandlord of a factually correct notice that it cannot use its Sublease Premises for its normal business activities because breach by Landlord is not fulfilling its maintenance and repair obligations under of any term of the Master Phase B Lease, then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the correction or cure by Landlord of Landlord's breach. Such efforts shall include, at without limitation, upon Subtenant’s sole cost 's request, (a) immediately notifying Landlord of its non-performance under the Phase B Lease and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have demanding that Landlord fulfill perform its obligations under the Master Phase B Lease and/or (b) assigning Sublandlord's rights under the Phase B Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Landlord to obtain the performance of Landlord's obligations under the Phase B Lease; provided, however, that if Subtenant commences a lawsuit or other action, Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default default under the Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord’s rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease unless and to the extent Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease to Sublease, as the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations same are dependent upon performance under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (MyoKardia Inc)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services services, utilities and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease which pertain to the Premises. Subtenant shall look solely to Landlord for all such services and utilities and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such servicesservices or provide any utilities, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master LeaseLease unless such default is caused by Sublandlord. Any condition resulting from a Default default by Landlord under the Master Lease (other than a default caused by Sublandlord) shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance , except to the extent Sublandlord receives an abatement in its rent under the terms of the foregoing, Subtenant does hereby waive any cause of action and any right Master Lease with respect to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master LeasePremises. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay when due all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that such payment is not the obligation of Subtenant hereunder. Sublandlord agrees to indemnify, protect and defend Subtenant and hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the non-performance or non-observance of any obligation of Sublandlord under the Master Lease that has not become an obligation of Subtenant pursuant to this Sublease, except to the extent that such non-performance or non-observance is caused by Subtenant's negligence or willful misconduct or the failure to perform any of Subtenant's obligations hereunder, or that of its agents, employees or contractors. If the same would adversely affect Subtenant’s use or occupancy Master Lease and/or this Sublease terminates as a result of a default by Sublandlord under the terms of the Sublease Premises. Notwithstanding anything Master Lease or this Sublease, Sublandlord shall indemnify, defend, protect and hold harmless Subtenant from and against any and all claims, liabilities, judgments, causes of action, damages, costs, and expenses (including reasonable attorneys' fees), caused by or arising in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, connection with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leasesuch termination.
Appears in 1 contract
Samples: Verilink Corp
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and repairs and shall not, under any circumstances, seek nor require Sublandlord to perform any of such servicesservices or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default default under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease PremisesPremises during the Term. Notwithstanding In addition, and notwithstanding anything in this Sublease to the contrarycontrary set forth above, in the event that Subtenant sends Sublandlord a factually correct notice agrees that it cannot will use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair commercially reasonable efforts (i) to enforce Landlord’s obligations under the Master Lease, then Sublandlordand/or (ii) to otherwise seek to enforce such rights as Sublandlord may have pursuant to applicable law, at Subtenant’s sole cost in order to cause Landlord to perform its duties and expense, will use commercially reasonable efforts, obligations in accordance with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the terms of the Master LeaseLease as they may relate to the Sublease Premises.
Appears in 1 contract
Samples: Sublease Agreement (Film Department Holdings, Inc.)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all utilities, services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such utilities, services and repairs, and shall not, under any circumstances, seek nor require Sublandlord to perform or provide any of such servicesutilities, services or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default default under the Master Lease. Upon written notice from Subtenant to Sublandlord that Landlord has failed to provide or perform any utilities, services or repairs required of Landlord under the Master Lease, or other obligations of Landlord under the Master Lease which affect the use and enjoyment of the Sublease Premises by Subtenant, Sublandlord agrees to use commercially reasonable efforts to cause Landlord to cure or correct such failure as soon as reasonably practicable. Subtenant shall have no right to cure any default by Sublandlord under the Master Lease or this Sublease. Unless Subtenant first obtains the written consent of Sublandlord (which shall not be unreasonably withheld or delayed), Subtenant shall not have the right to arrange directly with Landlord to perform any Alterations or improvements to the Sublease Premises, or to obtain any services, utilities or repairs, other than customary and routine services which currently arc being provided by Landlord to the Sublease Premises. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant Subtenant, and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Subject to Sublandlord’s rights and remedies under the Master Lease, Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease and otherwise perform all of the material obligations of Sublandlord under the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default default under the Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord’s rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. Any condition resulting from a Default default by Landlord shall not constitute constitute, as between Sublandlord and Subtenant Subtenant, an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease unless and to the extent Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease to Sublease, as the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations same are dependent upon performance under the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord covenants and agrees that all ------------------------- obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord's rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease to Sublease, as the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations same are dependent upon performance under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Illumina Inc)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs rights to be provided by Landlord to Sublandlord under the Master Lease. Notwithstanding the foregoing or anything else to the contrary contained in this Sublease, Subtenant shall look solely to Landlord for all such rights and services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default default under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything Sublandlord shall cooperate in this Sublease to the contraryall reasonable respects in requesting Landlord performance of its obligations, in the event that including filing suit as necessary, provided Subtenant sends indemnifies Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and any associated liability or expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Sientra, Inc.)
Sublandlord’s Obligations. 16.01 Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Underlying Lease with respect to the Subleased Premises and that Sublandlord will cooperate with Subtenant shall look solely and use all commercially reasonable efforts, all at Subtenant’s expense (unless the requested service or repair is for Sublandlord’s other space in the Building as well, in which event the costs will be appropriately prorated), to attempt to cause Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default obligations under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from Underlying Lease with respect to the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSubleased Premises. In furtherance of the foregoing, Sublandlord agrees to (i) cooperate with Subtenant, at the sole cost and expense of Subtenant, by promptly delivering to Landlord, in Sublandlord’s name if necessary, any communications or notices pertaining to the Subleased Premises received from Subtenant does hereby waive and directed to Landlord, as Subtenant shall reasonably request and (ii) upon request by Subtenant, either join with Subtenant in any cause proper action or proceeding, in the name of Sublandlord, permit Subtenant to commence such action in the name of Sublandlord alone or have Sublandlord commence the action alone, if necessary, to require and any right to bring any action against Sublandlord obtain performance by reason of any act or omission of Landlord under the Master Underlying Lease and/or to collect damages resulting from a breach by Landlord of its obligations under the Underlying Lease, at the sole cost and expense of Subtenant. Subtenant shall indemnify and hold Sublandlord covenants harmless of and agrees from any and all costs, expenses, damages and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with or arising out of any such action or proceeding, or any communication or notice delivered by Sublandlord to Landlord on behalf of Subtenant that Sublandlord will pay all fixed rent pursuant to this Section 16.01. If Landlord fails or refuses to perform the repairs or to provide the services required by the Underlying Lease with respect to the Subleased Premises, Subtenant’s sole remedy against Sublandlord, in addition to the foregoing, shall be the right to an abatement of the Fixed Rent and additional rent payable by Sublandlord pursuant to the Master Lease hereunder to the extent that failure Sublandlord is entitled to perform and does in fact receive such an abatement under the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease Underlying Lease with respect to the contrary, in Subleased Premises on account of such failure or refusal or on account of Subtenant being constructively evicted from the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master LeaseSubleased Premises.
Appears in 1 contract
Samples: Agreement of Sublease (Liquid Holdings Group, Inc.)
Sublandlord’s Obligations. Sublandlord agrees represents and warrants to Subtenant that Subtenant shall be entitled to receive all services and repairs to be provided by as of the Delivery Date, neither Sublandlord nor Landlord to Sublandlord under are in default of the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon has an event occurred which, with the passage of time or giving of notice or both, would constitute a default by Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay timely perform all fixed rent of its obligations under the Master Lease (including, but not limited to, payment of all Rent (as defined in the Master Lease) and additional rent other amounts payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease PremisesLease). Notwithstanding anything in this Sublease to the contrary, in In the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair fails to timely perform any such obligations under the Master Lease, then Sublandlordin addition to any other rights and remedies, at SubtenantSubtenant will have the right to perform such obligations and offset the costs thereof against any amounts due to Sublandlord under this Sublease. With respect to any matter requiring Landlord’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations consent or approval under the Master Lease, Sublandlord covenants and agrees to request and use commercially reasonable efforts to obtain such consent or approval, as applicable, from Landlord upon Subtenant’s reasonable written request. Sublandlord covenants and agrees that it will not agree with Landlord to the cancellation or termination of the Master Lease or to the modification, annulment, or supplementation of the Master Lease in a manner that (a) would prevent, limit or otherwise adversely affect Subtenant’s use of the Sublease Premises; (b) shorten the Term or increase the Rent payable by Subtenant under this Sublease; or (c) in any other way increase Subtenant’s liability or decrease its rights under this Sublease.
Appears in 1 contract
Sublandlord’s Obligations. (a) Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant unless such condition constitutes an eviction, actual or reconstructive, as between Sublandlord and Landlord and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease unless such default excuses Sublandlord from the performance or observation of any of its obligations under the Master Lease or entitles Sublandlord to receive any reduction or abatement of Minimum Rent under the Master Lease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease and perform all other obligations of Sublandlord under the Master Lease with respect to the balance of the Master Premises outside of the Sublease Premise to the extent that failure to perform the same would adversely affect Subtenant’s 's use or of occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease, unless Sublandlord shall have failed to comply with the provisions hereof. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease, unless Sublandlord's performance or observance is so excused or Sublandlord is entitled to such a reduction or abatement. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in Sublandlord further covenants and agrees with Subtenant that Sublandlord shall perform its other obligations under the Master Lease (except with respect to the Sublease Premise which shall become the obligation of Subtenant pursuant to the terms and conditions of this Sublease), remedy any default by Sublandlord under the Master Lease and enforce its rights under the Master Lease. In the event Sublandlord is prevented from performing any of its obligations under this Sublease to the contrary, in the event that Subtenant sends Sublandlord by a factually correct notice that it cannot use its Sublease Premises for its normal business activities because breach by Landlord is not fulfilling its maintenance and repair obligations under of a term of the Master Lease, then Sublandlord, at Subtenant’s 's sole cost and expense, will obligation in regard to its obligation under this Sublease shall be to use commercially reasonable efforts, with attorneys approved efforts in diligently pursuing the correction or cure by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leaseof Landlord's breach.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Phase A Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require requires Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Phase A Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under Sublease, or, except as otherwise provided in this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, and subject to Paragraph 14 hereof, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Phase A Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to Phase A Lease. In the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy event of a breach by Landlord of any term of the Sublease Premises. Notwithstanding anything Phase A Lease then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the contrarycorrection on cure by Landlord of Landlord's breach. Such efforts shall include, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use without limitation, upon Subtenant's request, (a) immediately notifying Landlord of its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations non-performance under the Master Lease, then Sublandlord, at Subtenant’s sole cost Phase A Lease and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have demanding that Landlord fulfill performs its obligations under the Master Phase A Lease and/or (b) assigning Sublandlord's rights under the Phase A Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Landlord to obtain the performance of Landlord's obligation under the Phase A Lease; provided however that if Subtenant commences a Lawsuit or other action, Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.
Appears in 1 contract
Samples: Sublease Agreement (Divx Inc)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor not shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Confidential Treatment Requested by Oportun Financial Corporation Pursuant to 17 C.F.R. Section 200.83 Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice reasonably determines that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master LeaseLease and that such failure affects Subtenant’s permitted use of the Sublease Premises and notifies Sublandlord in writing thereof, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease. In addition, upon the written request of Subtenant, Sublandlord: (i) shall exercise its audit rights pursuant to Section 4.6 of the Master Lease in consultation with Subtenant at Subtenant’s sole cost and expense, and (ii) shall exercise Sublandlord’s right to terminate the Existing Sublease pursuant to Section 2(b) of the Existing Sublease at the direction of Subtenant, provided that Subtenant shall reimburse Sublandlord for the $20.21 per diem amount required to be paid to Upstart under the Existing Sublease for any number of days elapsing between October 12, 2018 and the Second Floor Commencement Date. Sublandlord represents and warrants to Subtenant as follows: (i) the Master Lease attached hereto as Exhibit A constitutes the entire agreement between Landlord and Sublandlord relating to the lease of the Master Premises (except that certain economic terms have been redacted); (ii) no default or breach by Sublandlord or, to the best knowledge of Sublandlord, by Landlord exists under the Master Lease; (iii) no event has occurred that, with the passage of time, the giving of notice, or both, otherwise would constitute a default or breach by Sublandlord, or to the best of Sublandlord’s knowledge, the Landlord under the Master Lease; (iv) subject to receipt of Landlord’s written consent hereto, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. Sublandlord shall not rescind, amend or otherwise enter into any agreement modifying, terminating or otherwise affecting the Master Lease in a manner that materially adversely affects Subtenant’s rights under this Sublease without the prior written consent of Subtenant, except in the event of a right to terminate the Master Lease in connection with casualty or condemnation. In addition, Sublandlord agrees that it shall not exercise any option or other right to extend the initial Lease Term pursuant to the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises or the building in which the Sublease Premises is located (the "Building") is the responsibility of Master Landlord (collectively "Master Landlord Obligations"), upon Subtenant's request, Sublandlord agrees shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, including, without limitation, a written demand of Master Landlord for such performance; provided, however, that in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to receive all withhold the payment of Rent or to terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference, including but not limited to the maintenance of exterior walls, structural portions of the roof, foundations, walls and floors, will in fact be furnished by Master Landlord and not by Sublandlord, except to the extent otherwise provided by Landlord to Sublandlord under in the Master Lease. Subtenant In addition, Sublandlord shall look solely not be liable for any maintenance, restoration (following casualty or condemnation) or repairs in or to the Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease. With respect to any maintenance or repair to be performed by Master Landlord respecting the Sublease Premises, the parties expressly agree that, as between Sublandlord and Subtenant, Subtenant shall have the right to contact Master Landlord directly to advise it of the problem. To the extent that Subtenant is entitled to and receives from Master Landlord an abatement of rent for the failure of Master Landlord to perform any Master Landlord Obligation, Subtenant shall receive a proportionate abatement of Rent under this Sublease.
Appears in 1 contract
Samples: Virologic Inc
Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises, the Premises or Building is the responsibility of Master Landlord (collectively, “Master Landlord Obligations”), upon Subtenant’s request, Sublandlord shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference, including, but not limited to, the maintenance of all of the fire protection and life/safety systems, the roof and roof coverings, exterior painting, exterior window cleaning, exterior lighting, parking areas, pavement, landscaping, sprinkler systems, sidewalks, driveways and curbs, as well as maintenance of Project common areas and structural portions of the floors, foundations and exterior and interior load bearing walls and the structural portions of the roof, will in fact be furnished by Master Landlord and not by Sublandlord. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Building or the Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease; provided, however, that if Sublandlord fails to use reasonable effort to cause Master Landlord to perform within ten (10) business days after receipt of written notice of such failure from Subtenant, Sublandlord agrees that Subtenant shall be entitled may, at Subtenant’s election, exercise such rights as Sublandlord may have to receive all services and repairs to be provided by Landlord to Sublandlord under enforce or seek the enforcement of Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default obligations under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely such obligations of Master Landlord affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, all at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Biotime Inc)
Sublandlord’s Obligations. (a) Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which that may arise by reason of Landlord’s Default default under the Master Lease. Sublandlord agrees to use commercially reasonable efforts including to cause Landlord to provide the Sublease Premises with the services that are to be provided by Landlord to the Sublease Premises and the Building under the Master Lease. If Landlord defaults in the performance or observance of any of Landlord’s obligations under the Master Lease, Sublandlord shall perform such obligations to the extent that Sublandlord is permitted under the Master Lease to or cause Landlord to perform such obligations as provided herein. If Landlord fails to provide to the Sublease Premises any of the services described under the Master Lease, and such failure or any other cause or circumstance (other than Subtenant’s act or default) materially adversely interferes with Subtenant’s use and enjoyment of the Sublease Premises, then notwithstanding anything to the contrary herein or incorporated by reference herein, Subtenant shall be entitled to an equitable adjustment of Base Rental until such services are restored or other cause or circumstance rectified, whether by Landlord or Sublandlord as aforesaid. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant Subtenant, and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Iomai Corp)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled does not assume any obligation to receive all services and repairs perform the provisions of the Prime Lease to be provided performed by Prime Landlord to and Sublandlord under is not making the Master same representations and warranties, if any, made by Prime Landlord in the Prime Lease. Sublandlord shall not be liable to Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason default, failure or delay on the part of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Prime Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from in the performance or observance by Prime Landlord of any of its obligations to be performed under the Prime Lease, nor shall such default by Prime Landlord affect this Sublease or observed under this Sublease, waive or entitle Subtenant to receive any reduction in or abatement of defer the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason performance of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease Subtenant’s obligations hereunder, except to the extent that such default by Prime Landlord excuses performance of Sublandlord under the Prime Lease. Sublandlord shall reasonably cooperate with Subtenant, at no cost to Sublandlord, in seeking to obtain the performance of Prime Landlord pursuant to the Prime Lease. However, such cooperation shall not include any obligation to cure Prime Landlord’s defaults, whether under Section 40 of the Prime Lease or otherwise. Subtenant shall not receive any abatement of Rent under this Sublease because of the Prime Landlord’s failure to perform the same would adversely affect Subtenant’s use or occupancy any of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Prime Lease, except that if Sublandlord receives an abatement of rent from the Prime Landlord relating to the Subleased Premises, Subtenant shall receive a proportionate benefit of such abatement of rent to the extent same is allocable to Rent payable hereunder. As long as no Event of Default by Subtenant exists hereunder, Sublandlord (i) shall continue to perform the obligations of tenant under the Prime Lease which are not incorporated herein, including the obligation of Sublandlord to pay rent to Prime Landlord in accordance with the provisions of the Prime Lease and (ii) agrees not to voluntarily terminate, cancel or surrender the Prime Lease with respect to the Subleased Premises during the Sublease Term, subject, however to any termination of the Prime Lease without the fault of the Sublandlord. It is understood and agreed, however, that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Prime Lease other than to perform the obligations of Sublandlord as tenant under the Prime Lease during the Sublease Term.
Appears in 1 contract
Samples: Lease Agreement (Insmed Inc)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which that may arise by reason of Landlord’s Default default under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant Subtenant, and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything Default by Subtenant. In the event Subtenant shall be in default of any covenant of, or shall fail to honor any obligation under this Sublease Sublease, Sublandlord shall have available to it against Subtenant all of the contrary, remedies available (a) to Landlord under the Master Lease in the event that Subtenant sends of a similar default on the part of Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, thereunder or (b) at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leaselaw or in equity.
Appears in 1 contract
Samples: Sublease Agreement (Sento Corp)
Sublandlord’s Obligations. Sublandlord agrees that shall provide all reasonable assistance and cooperation to Subtenant shall be entitled (at no material cost or liability to receive all services and repairs Subtenant) to be provided by Landlord to Sublandlord enforce Sublandlord’s rights under the Master Lease. Subtenant shall look solely Lease to compel performance by Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord with respect to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default obligations under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with shall extend all reasonable cooperation to Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant (at no material cost or liability to Subtenant) to enable Subtenant to receive the Master Lease to the extent that failure to perform benefits under this Sublease, as the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations are dependent upon performance under the Master Lease, then Sublandlord, at . Sublandlord shall continue to maintain the existing security measures on the Premises throughout the term of this Sublease and shall promptly make any necessary repairs should any damage occur as a result of Sublandord failing to maintain such security measures so that Subtenant’s sole cost property and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leasematerials are not compromised. 9.
Appears in 1 contract
Samples: Nordexsublease Agreementthis Sublease Agreement (Tpi Composites, Inc)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided keep the Building Common Area, other than any portion maintained by Landlord to in good order, condition and repair. Sublandlord under the Master Lease. Subtenant shall look solely to Landlord also be responsible for all such services pest control within the Building and for trash removal from the Building. Sublandlord shall notobtain HVAC systems preventive maintenance contracts with bimonthly or monthly service in accordance with manufacturer recommendations, under any circumstancessubject to the reasonable prior written approval of Landlord, seek nor require and which shall provide for and include replacement of filters, oiling and lubricating of machinery, parts replacement, adjustment of drive belts, oil changes and other preventive maintenance, including annual maintenance of duct work, interior unit drains and caulking at sheet metal, and recaulking of jacks and vents on an annual basis. The costs incurred by Sublandlord to perform the foregoing obligations to the extent they are deemed “Operating Costs” (as defined in Section 2C) shall be passed through to Subtenant and any other tenants in the Building, except that any damage to any of such servicesthe foregoing caused by the negligence or willful acts or omissions of Subtenant or of Subtenant’s agents, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise employees or invitees, or by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, failure of Subtenant and no such Default shall excuse Subtenant from the performance to perform or observance comply with any terms of any of its obligations to be performed or observed under this Sublease, or entitle caused by Subtenant to receive any reduction in or abatement of Subtenant’s agents, employees or contractors during the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason performance of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable work shall be repaired by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect solely at Subtenant’s use expense, or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contraryat Sublandlord’s election, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlordsuch repairs shall be made by Subtenant, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys contractors approved by Sublandlord. Subtenant agrees to exercise reasonable efforts to give Sublandlord prompt notification of the need for any repairs or maintenance; provided that such notification shall not affect Sublandlord’s obligation to perform periodic inspections of the Building during the Lease Term. Subtenant waives the provisions of Section 1941 and paid for by 1942 of the California Civil Code and any similar or successor law regarding Subtenant, ’s right to have Landlord fulfill its obligations make repairs and deduct the expenses of such repairs from the Rent due under the Master Leasethis Sublease.
Appears in 1 contract
Samples: Sublease (ShoreTel Inc)
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease. Notwithstanding the foregoing, in the event Landlord defaults in its obligation to provide services or repairs or to perform any work required by the Master Lease to the Sublease Premises (including , without limitation, any work described in Exhibits D and I of the Master Lease that applies to the Sublease Premises), Sublandlord, at Sublandlord's expense, shall seek to enforce by legal action, if necessary, Landlord's obligations to provide such services or repairs or to perform any such work. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease (except to the extent Sublandlord is excused from performing or observing its obligations with respect to the Sublease Premises under the Master Lease and/or except to the extent Sublandlord actually receives a rental abatement with respect to the Sublease Premises pursuant to the Master Lease). In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Nymagic Inc)
Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or repairs or any other act respecting the Premises is the responsibility of Master Landlord (collectively, “Master Landlord Obligations”), upon Subtenant’s request, Sublandlord shall make commercially reasonable efforts, at Subtenant’s expense, to cause Master Landlord to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease. It is expressly understood that the obligations of Master Landlord to perform or provide services or repairs under the Master Lease, which are incorporated herein by reference, will in fact be furnished by Master Landlord and not by Sublandlord. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Premises, other than its obligation hereunder to use commercially reasonable efforts, at Subtenant’s expense, to cause Master Landlord to perform Master Landlord’s obligations under the Master Lease; provided, however, that if Sublandlord fails to use reasonable effort to cause Master Landlord to perform within ten (10) business days after receipt of written notice of such failure from Subtenant, Sublandlord agrees that Subtenant shall be entitled may, at Subtenant’s election, exercise such rights as Sublandlord may have to receive all services and repairs to be provided by Landlord to Sublandlord under enforce or seek the enforcement of Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default obligations under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform such obligations of Master Landlord affect the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, all at Subtenant’s sole cost expense. Subtenant shall pay directly or reimburse Sublandlord upon demand for any and expense, will use commercially reasonable efforts, with attorneys approved all costs and expenses incurred by and paid for by Subtenant, Sublandlord in seeking or obtaining Master Landlord’s performance of Master Landlord’s obligations to have Landlord fulfill its obligations under provide any services or to perform any maintenance or repairs or any other act respecting the Master LeasePremises.
Appears in 1 contract
Samples: Sublease Agreement (Asterias Biotherapeutics, Inc.)
Sublandlord’s Obligations. Subtenant agrees that, notwithstanding anything to the contrary contained in this Sublease or in the Prime Lease, Sublandlord agrees is not hereby assuming any responsiblity or obligation in connection with, or for any of the representations made by, Prime Landlord under the Prime Lease, nor shall Sublandlord be required to provide any of the services or make any of the alterations, installations, repairs or restorations or take any other actions that Subtenant shall be entitled Prime Landlord has agreed to receive all services and repairs provide, to make, to take or to cause to be provided by Landlord to Sublandlord or made or taken under the Master Lease. provisions of the Prime Lease and Subtenant shall rely upon, and look solely to Prime Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Leaseprovisions or making thereof. Any condition resulting from a Default by If Prime Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from default in the performance or observance of any of its obligations under the Prime Lease, Subtenant shall not have the right to proceed in Sublandlord's name to enforce Prime Landlord's obligations, provided, however, that if Prime Landlord shall have defaulted in the performance of any obligation under the Prime Lease, which default materially adversely affects the Sublease Premises, Subtenant's use thereof, or the services required to be performed or observed provided to the Sublease Premises under this Sublease, or entitle then, provided Subtenant to receive any reduction is in or abatement compliance with its obligations hereunder, Sublandlord agrees, upon the reasonable request of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s 's sole cost and expense, will use commercially reasonable effortsto make, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations demand or institute any proceeding or action appropriate under the Master LeasePrime Lease for the enforcement or performance of said obligation. If requested by Sublandlord, and as a condition to Sublandlord making, demanding, instituting or continuing any proceeding or action contemplated by the prior sentence, Subtenant shall provide a cash deposit or other assurances reasonably satisfactory to Sublandlord for the payment of the costs and expenses anticipated by Sublandlord in connection with such dispute, including, without limitation, resonable attorney's fees. If such proceedings or action shall also seek enforcement or performance of obligations for the benefit of portions of the Premises other than the Sublease Premises, Sublandlord shall pay Sublandlord's equitable share of the cost and expense of such proceeding or action, including, without limitation, reasonable attorney's fees.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to the benefit of those rights and other privileges (except for those contained in the Excluded Provisions) of Sublandlord as “tenant” under the provisions of the Master Lease as redacted and attached hereto and shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease, provided, however Sublandlord shall have no liability to Subtenant for Landlord’s failure to provide any of such services or repairs. Subtenant shall look solely to Landlord for all such services services, including without limitation, Landlord’s obligations to repair and maintain the Base Building, Building Structure, Building Systems and the Common Areas, and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default default under the Master Lease, including, but not limited to, those rights under Section 7.1 of the Master Lease. Notwithstanding anything to the contrary contained herein, Sublandlord agrees, however, that in the event that Landlord shall fail to provide the services or perform the obligations to be provided or performed by it pursuant to the terms of the Master Lease, Sublandlord shall, upon written notice from Subtenant, make demand upon Landlord pursuant to the terms of the Master Lease and to otherwise reasonably cooperate with Subtenant (provided such cooperation shall not require the expenditure of funds, unless Subtenant shall agree to promptly pay or reimburse Sublandlord for all reasonable costs and expenses incurred by Sublandlord in connection therewith) to enforce Landlord’s obligations or shall permit Subtenant to pursue same. In the event Subtenant pursues such obligations directly against Landlord, Subtenant shall indemnify and save and hold Sublandlord harmless from and against any and all costs, claims and liabilities incurred in connection therewith. Any condition resulting from a Default default by Landlord shall not constitute constitute, as between Sublandlord and Subtenant Subtenant, an eviction, actual or constructive, of Subtenant Subtenant, except as permitted under the Master Lease, and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, Sublease or entitle Subtenant to receive any reduction in or abatement of the Sublease Rent provided for in this Sublease, except as permitted under the Master Lease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease (including, but not limited to its obligations under Paragraph 16(a)(i) of the Master Lease, which insurance Sublandlord shall maintain), other than those which are to be done or performed by Subtenant under this Sublease, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord's rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this SubleaseSublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease to Sublease, as the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations same are dependent upon performance under the Master Lease.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which that may arise by reason of Landlord’s Default 's default under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant Subtenant, and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoingforegoing and provided Sublandlord reasonably pursues its remedies under the Master Lease for Landlord's default of its obligations, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent Base Rental and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (New Century Equity Holdings Corp)
Sublandlord’s Obligations. Notwithstanding the foregoing incorporation of the Master Lease, Sublandlord agrees that Subtenant shall not be entitled to receive all responsible for the performance of any of the obligations of Master Lessor under the Master Lease including, but not limited to, the furnishing of any maintenance, repair, replacement or other services and repairs to be provided performed or furnished by Master Lessor under the Master Lease and Subtenant agrees to look solely to Master Lessor for the performance of such obligations. Sublandlord shall not be liable to Subtenant for any failure by Landlord to Sublandlord perform its obligations or to furnish any services or utilities to be furnished by Landlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such servicesthe obligations of Master Lessor under the Master Lease, nor shall Subtenant make any claim upon Sublandlord for any damages which with may arise by reason of LandlordMaster Lessor’s Default default under the Master LeaseLease unless such default is caused by Sublandlord. Any condition resulting from a Default default by Landlord Master Lessor under the Master Lease shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided provide for in this Sublease. In furtherance of , except to the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against extent Sublandlord by reason of any act or omission of Landlord receives an abatement in its rent under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord such payment is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leaseobligation of Subtenant hereunder.
Appears in 1 contract
Samples: Sublease (Netlogic Microsystems Inc)
Sublandlord’s Obligations. Notwithstanding anything to the contrary contained herein, if Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord fail to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the Master Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement accordance with the terms of the Rent provided for in this Sublease. In furtherance Prime Lease, Sublandlord, upon receipt of the foregoingwritten notice from Subtenant, Subtenant does hereby waive any cause shall diligently attempt to enforce all obligations of action and any right to bring any action against Sublandlord by reason of any act or omission of Prime Landlord under the Master Prime Lease. If, after receipt of written request from Subtenant, Sublandlord covenants and agrees shall fail or refuse to take action for the enforcement of Sublandlord's rights against Prime Landlord with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant respect to the Master Premises ("Action"), Subtenant shall have the right to take such Action in its own name, and for that purpose and only to such extent, all of the rights of Sublandlord as Tenant under the Prime Lease hereby are conferred upon and assigned to Subtenant, and Subtenant hereby is subrogated to such rights to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of shall apply to the Sublease Premises. Notwithstanding anything If any such Action against Prime Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in this Sublease to the contrary, in the event Sublandlord's name; provided that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under has obtained the Master Lease, then prior written consent of Sublandlord, at Subtenant’s sole cost which consent shall not be unreasonably withheld or delayed, and, provided further, that Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and expensehold Sublandlord harmless from and against any and all liability, will use commercially loss, claims, demands, suits, penalties or damage (including, without limitation, reasonable effortsattorneys' fees and expenses) which Sublandlord may incur or suffer by reason of such Action, with attorneys approved except for any such liability, loss, claim, demand, suit, penalty or damage which Sublandlord may incur or suffer by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Leasereason of Sublandlord's negligent acts or omissions.
Appears in 1 contract
Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord with respect to the Sublease Premises under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default 's default under the Master Lease. Any condition resulting from a Default default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such Default default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act action or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s 's use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in In the event that Subtenant sends Sublandlord a factually correct notice that it canLandlord shall not use comply with its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations obligation under the Master Lease, then (a) Subtenant shall have the right, either in its own name or in the name of Sublandlord (as required or permitted by applicable law, but in any event, without any cost or expense or liability to Sublandlord), at Subtenant’s sole cost but only to the extent permitted by the Master Lease, to enforce such obligations against Landlord, but not against Sublandlord herein, and expense, will (b) Sublandlord hereby acknowledges that it shall use commercially reasonable efforts, with attorneys approved by and paid for by its good faith best efforts to assist Subtenant, but only to the extent permitted by the Master Lease, in enforcing such obligations against Landlord. Default by Subtenant In the event Subtenant shall be in default of any covenant of, or shall fail to honor any obligation under, this Sublease, Sublandlord shall have available to it against Subtenant all of the remedies available (i) to Landlord fulfill its obligations under the Master LeaseLease in the event of a similar default on the part of Sublandlord thereunder or (ii) at law. Subtenant agrees that the occurrence of an event of default under or breach by Subtenant of either that certain secured promissory note or related security agreement with respect to the acquisition by Subtenant from Sublandlord of furniture located in the Sublease Premises shall constitute an event of default hereunder. In the event of any breach or default in any of the terms, covenants, conditions, provisions or agreements of this Sublease on the part of Subtenant, as a result of which the Term is sooner terminated and if Subtenant's liability to Sublandlord shall continue as herein provided, Subtenant agrees that the amount for which Subtenant shall remain liable shall be the highest annual Rent theretofore paid, with the same force and effect as if that amount were the annual Rent reserved in this Sublease. Any reference in any Section of this Sublease and/or the Master Lease relating to reentry and reletting of the Sublease Premises, to rent reserved or payable, or the application thereof, shall be based upon such highest annual Rent theretofore paid as set forth herein.
Appears in 1 contract
