Common use of Sublease Subject to Xxxxxxxxx Clause in Contracts

Sublease Subject to Xxxxxxxxx. (a) This Sublease is expressly made subject to all the terms and conditions of the Xxxxxxxxx, except as specifically provided to the contrary in this Sublease, to the extent applicable to the Sublease Premises. Subtenant hereby assumes, and covenants that it will, throughout the term hereof, observe all of the provisions of the Xxxxxxxxx, on the part of Sublandlord to be performed as the tenant thereunder (except for the Excluded Provisions), and that Subtenant will not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Xxxxxxxxx; any such violation, breach or default shall constitute the breach by Subtenant of a substantial obligation under this Sublease. Subtenant shall indemnify and hold Sublandlord harmless from and against all claims, penalties and actual out-of-pocket expenses, including reasonable attorneys’ fees and disbursements, based upon any default by Subtenant, during the term hereof, in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx which are or shall be applicable to Subtenant, as above provided, except to the extent such default results from Sublandlord’s gross negligence or willful misconduct, and Subtenant shall pay to Sublandlord as Additional Rent hereunder any and all sums which Sublandlord is required to pay to Overlandlord, which requirement is caused in whole or in part by Subtenant’s failure to perform or observe any of the terms or conditions of the Xxxxxxxxx pertaining to the Sublease Premises that Subtenant is required to perform or observe or by any act or omission described in the preceding sentence. Sublandlord represents and warrants that as of the date hereof, it is in compliance in all material respects with the terms, covenants and conditions of the Xxxxxxxxx pertaining to the Sublease Premises, specifically including but not limited to Sections 43 and 44 of the Xxxxxxxxx. Sublandlord represents and warrants that as of the date hereof, Sublandlord’s occupancy of the Xxxxxxxxx Premises is in compliance in all material respects with all applicable laws. Notwithstanding (x) anything to the contrary in this Sublease and (y) the incorporation of any terms of the Xxxxxxxxx, in any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Overlandlord’s and Sublandlord’s respective consent shall be required hereunder. Any conflicts between the terms, covenants and conditions of this Sublease and the Xxxxxxxxx shall be resolved in favor of this Sublease, provided such terms, covenants or conditions are not prohibited by the terms of the Xxxxxxxxx.

Sublease Subject to Xxxxxxxxx. (a) A. This Sublease is expressly made subject and subordinate to all of the terms and conditions of the XxxxxxxxxXxxxxxxxx and to all items and matters which the Xxxxxxxxx is subject and subordinate, except as may otherwise be specifically provided to the contrary in this Sublease, to the extent applicable to the Sublease Premises. Subtenant hereby assumes, assumes and covenants that it willthat, throughout the term hereofTerm, Subtenant shall observe and perform, all of the provisions of the Xxxxxxxxx, on to the part of Sublandlord extent applicable to the Sublease Premises, which are to be observed and performed as by the tenant thereunder (except for the Excluded Provisions), and thereunder. Subtenant covenants that Subtenant will shall not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed to by Subtenant that any such violation, breach or default shall constitute the a material breach by Subtenant of a substantial obligation under this Sublease. Subtenant hereby agrees that Subtenant shall indemnify and hold Sublandlord harmless from and against all claims, penalties liabilities, penalties, costs and actual out-of-pocket expenses, including including, without limitation, reasonable attorneys’ fees and disbursements, based upon arising from or in connection with any default by Subtenant, during the term hereof, Subtenant in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx which are or shall be applicable to Subtenant, as above provided, except to the extent such default results from Sublandlord’s gross negligence or willful misconduct, and all amounts payable by Subtenant shall pay to Sublandlord as on account of such indemnity shall be deemed to be Additional Rent Charges hereunder any and all sums which Sublandlord is required to pay to Overlandlord, which requirement is caused in whole or in part by Subtenant’s failure to perform or observe any of the terms or conditions of the Xxxxxxxxx pertaining to the Sublease Premises that Subtenant is required to perform or observe or by any act or omission described in the preceding sentenceshall be payable upon demand. Sublandlord represents and warrants that as of the date hereof, it is in compliance in all material respects with the terms, covenants and conditions of the Xxxxxxxxx pertaining to the Sublease Premises, specifically including but not limited to Sections 43 and 44 of the Xxxxxxxxx. Sublandlord represents and warrants that as of the date hereof, Sublandlord’s occupancy of the Xxxxxxxxx Premises is in compliance in all material respects with all applicable laws. Notwithstanding (x) anything to the contrary in this Sublease and (y) the incorporation of any terms of the Xxxxxxxxx, in In any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Overlandlord’s and Sublandlord’s respective consent shall also be required hereunder. Any conflicts between the terms, covenants and conditions The indemnification obligations of Subtenant under this Sublease and the Xxxxxxxxx Section 6(A) shall be resolved in favor of this Sublease, provided such terms, covenants or conditions are not prohibited by the terms include any matters arising out of the Xxxxxxxxxgross negligence or willful misconduct of Sublandlord.

Sublease Subject to Xxxxxxxxx. Section 5.01. (a) This Sublease is expressly made subject and subordinate to all of the terms and conditions of the XxxxxxxxxXxxxxxxxx and to all matters which the foregoing is subject, except as specifically provided to the contrary in this Sublease, to the extent applicable to the Sublease Premises. Subtenant hereby assumes, assumes and covenants that it will, throughout the term hereof, Subtenant shall observe and perform all of the provisions of the Xxxxxxxxx, on Xxxxxxxxx (except as specifically provided to the part contrary in this Sublease) that shall accrue during the portion of Sublandlord the Term accruing from and after the Vacate Date which are to be observed and performed as the tenant thereunder (except for the Excluded Provisions), and by Sublandlord thereunder. Subtenant covenants that Subtenant will shall not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed to by Subtenant that any such violation, breach or default shall constitute the a breach by Subtenant of a substantial obligation under this Sublease. Subtenant Sublandlord covenants that Sublandlord shall indemnify and hold not do any act, matter or thing which will be, result in, or constitute a default under the Xxxxxxxxx; it being expressly agreed to by Sublandlord harmless from and against all claimsthat any such default shall constitute a default by Sublandlord of a substantial obligation under this Sublease. Notwithstanding the immediate prior sentence, penalties and actual out-of-pocket expensesafter the Sublandlord has tendered delivery of vacant possession of the Premises to Subtenant, including reasonable attorneys’ fees and disbursements, based upon then any default by Subtenant, during of the term hereof, Sublandlord in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx which are or shall not affect the payments of Basic Rent and Monthly Deferred Rent to be paid hereunder. Subtenant's sole remedy for any such default shall be applicable to Subtenant, as above provided, except to offset the extent such default results from Sublandlord’s gross negligence or willful misconduct, costs and Subtenant shall pay to Sublandlord as Additional Rent hereunder any and all sums which Sublandlord is required to pay to Overlandlord, which requirement is caused in whole or in part by Subtenant’s failure to perform or observe any expenses of curing said defaults against the first installments of the terms or conditions of the Xxxxxxxxx pertaining to the Sublease Premises that Subtenant is required to perform or observe or by any act or omission described in the preceding sentence. Sublandlord represents and warrants that as of the date hereof, it is in compliance in all material respects with the terms, covenants and conditions of the Xxxxxxxxx pertaining to the Sublease Premises, specifically including but not limited to Sections 43 and 44 of the Xxxxxxxxx. Sublandlord represents and warrants that as of the date hereof, Sublandlord’s occupancy of the Xxxxxxxxx Premises is in compliance in all material respects with all applicable lawsRent. Notwithstanding (x) anything to the contrary in this Sublease and (y) to the incorporation of any terms of the Xxxxxxxxxcontrary, in any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Overlandlord’s and Sublandlord’s respective 's consent shall not be required hereunder. Any conflicts between hereunder if the terms, covenants and conditions of this Sublease and the Xxxxxxxxx Overlandlord shall be resolved in favor of this Sublease, provided such terms, covenants have granted its consent or conditions are not prohibited by the terms of the Xxxxxxxxxapproval.

Sublease Subject to Xxxxxxxxx. (a) This Sublease is expressly made subject to all the terms and conditions of the Xxxxxxxxx, except A. Except as specifically provided to the contrary in this Sublease, this Sublease is expressly made subject and subordinate to all the extent applicable terms and conditions of the Xxxxxxxxx and to all items and matters to which the Sublease PremisesXxxxxxxxx is subject and subordinate. Subtenant hereby assumes, and covenants that it will, throughout the term hereof, observe all of the provisions of the Xxxxxxxxx, on the part of Sublandlord to be performed as the tenant thereunder (except for the Excluded Provisions), and that Subtenant will shall not do any act, matter or thing which that will be, result in, in or constitute a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed by Subtenant that any such violation, breach or default shall constitute the a breach by Subtenant of a substantial obligation under this Sublease. Subtenant hereby agrees that Subtenant shall defend, indemnify and hold Sublandlord harmless from and against all claimsclaims (including claims by Overlandlord), liabilities, penalties and actual out-of-pocket expenses, including including, without limitation, reasonable attorneys’ fees and disbursements, based upon arising from or in connection with any default (beyond any applicable notice and cure period) by Subtenant, during the term hereof, Subtenant in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx which that are or shall be applicable to Subtenant, as above stated above; provided, except however, that such indemnifications shall not extend to any claims, liabilities, penalties or expenses to the extent such default results from arising out of Sublandlord’s gross negligence or willful misconduct, and misconduct or breach or default of this Sublease by Sublandlord. All amounts payable by Subtenant shall pay to Sublandlord as on account of such indemnity shall be deemed to be Additional Rent hereunder any and shall be payable upon demand. Sublandlord hereby agrees that Sublandlord shall defend, indemnify and hold Subtenant harmless from and against all sums which Sublandlord is required to pay to claims (including claims by Overlandlord), which requirement is caused in whole liabilities, penalties and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising from or in part connection with any default (beyond any applicable notice and cure period) by SubtenantSublandlord in Sublandlord’s failure to perform or observe any performance of the terms or conditions of the Xxxxxxxxx pertaining to the Sublease Premises that Subtenant is required to perform or observe or by any act or omission described in the preceding sentence. Sublandlord represents and warrants that as of the date hereof, it is in compliance in all material respects with the those terms, covenants and conditions of the Xxxxxxxxx pertaining that are applicable to Sublandlord (as modified herein), as stated above; provided, however, that such indemnifications shall not extend to any claims, liabilities, penalties or expenses to the Sublease Premises, specifically including but not limited to Sections 43 and 44 extent arising out of the Xxxxxxxxx. Sublandlord represents and warrants that as of the date hereof, SublandlordSubtenant’s occupancy of the Xxxxxxxxx Premises is in compliance in all material respects with all applicable laws. Notwithstanding (x) anything to the contrary in this Sublease and (y) the incorporation of any terms of the Xxxxxxxxx, in any case where the consent negligence or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Overlandlord’s and Sublandlord’s respective consent shall be required hereunder. Any conflicts between the terms, covenants and conditions of this Sublease and the Xxxxxxxxx shall be resolved in favor willful misconduct or breach or default of this Sublease, provided such terms, covenants or conditions are not prohibited by the terms of the Xxxxxxxxx.

Sublease Subject to Xxxxxxxxx. (a) A. This Sublease is expressly made subject to all the terms and conditions of the Xxxxxxxxx, except as specifically provided subordinate to the contrary in Xxxxxxxxx and to the matters to which the Xxxxxxxxx is or shall be subordinate. In the event that the Xxxxxxxxx shall be cancelled or terminated prior to the expiration date of this Sublease, to the extent applicable to the whether by voluntary or involuntary means or by operation of law or for any reason whatsoever, then this Sublease Premisesshall also terminate. Subtenant hereby assumes, and covenants that it willthat, throughout the term hereofTerm, Subtenant shall observe and perform all of the provisions of the Xxxxxxxxx, on the part of Sublandlord Xxxxxxxxx which are to be observed and performed as by the tenant thereunder (except for other than the Excluded Provisions), and covenant to pay rent to the Overlandlord. Subtenant covenants that Subtenant will shall not do any act, matter or thing xxx xx which will be, result in, or constitute constih1te a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed to by Subtenant that any such violation, breach or default shall constitute the a material breach by Subtenant of a substantial obligation under this Sublease. Subtenant hereby agrees that Subtenant shall indemnify and hold Sublandlord harmless from and against all claims, liabilities, penalties and actual out-of-pocket expenses, including including, without limitation, reasonable attorneys’ ' fees and disbursements, based upon arising from or i n connection with any default by Subtenant, during the term hereof, Subtenant in Subtenant’s 's performance of those terms, covenants and conditions of the Xxxxxxxxx which are or shall be applicable to Subtenant, as above provided, except to the extent such default results from Sublandlord’s gross negligence or willful misconduct, and all amounts payable by Subtenant shall pay to Sublandlord as Additional Rent on account of such indemnity shall be deemed to be additional rent hereunder any and all sums which Sublandlord is required to pay to Overlandlord, which requirement is caused in whole or in part by Subtenant’s failure to perform or observe any of the terms or conditions of the Xxxxxxxxx pertaining to the Sublease Premises that Subtenant is required to perform or observe or by any act or omission described in the preceding sentence. Sublandlord represents and warrants that as of the date hereof, it is in compliance in all material respects with the terms, covenants and conditions of the Xxxxxxxxx pertaining to the Sublease Premises, specifically including but not limited to Sections 43 and 44 of the Xxxxxxxxx. Sublandlord represents and warrants that as of the date hereof, Sublandlord’s occupancy of the Xxxxxxxxx Premises is in compliance in all material respects with all applicable lawsshall be payable within ten (10) days following demand. Notwithstanding (x) anything to the contrary contained in this Sublease and (y) the incorporation of any terms of the Xxxxxxxxxor omitted from Paragraph 8 below, in any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Subtenant shall not be required to obtain a corresponding consent or approval from Sublandlord. Sublandlord agrees that Subtenant may request any required consents or approvals directly from Overlandlord’s . Notwithstanding the foregoing, if Overlandlord shall require that Sublandlord (rather than Subtenant) deliver such consent or approval requests, or that Sublandlord join in any such requests with Subtenant, then Sublandlord shall, as applicable, and Sublandlord’s respective consent at no cost to Subtenant, join in such requests or directly issue such requests. Furthermore, in any instance where the Xxxxxxxxx permits the Overlandlord to assess a charge, Subtenant's sole obligation shall be required hereunder. Any conflicts between (as applicable) to pay such charge directly to Overlandlord or reimburse Sublandlord for the terms, covenants actual amount charged to Overlandlord (without any markup to Sublandlord) and conditions of this Sublease and with the Xxxxxxxxx express agreement that there shall be resolved in favor of this Sublease, provided such terms, covenants or conditions are not prohibited no duplicate payments by the terms Subtenant of the Xxxxxxxxxamounts in question.