Common use of Sublessor’s Default Clause in Contracts

Sublessor’s Default. Except for the obligations of Sublessee hereunder, Sublessor covenants (i) to observe, comply and perform all of the terms, covenants, conditions and provisions of the Prime Lease to be observed and/or performed by Sublessor, including but not limited to the payment of base rent and additional rent under the Prime Lease, and (b) neither to do nor cause to be done any act or thing (other than the exercise of Sublessor’s rights hereunder) which would or might cause the Prime Lease or this Sublease or the rights of Sublessee hereunder to be canceled, terminated, forfeited or surrendered. If the Prime Landlord shall default in any of its obligations to Sublessor, Sublessee shall have the right in the name of Sublessor, if necessary, to enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includes, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default under this Sublease unless and until Sublessee has notified Sublessor in writing of Sublessor’s default and Sublessor has failed to cure such default within thirty (30) days, or such additional time as is reasonably required to correct any such default, after such notice by Sublessee. Notwithstanding anything to the contrary contained in this Sublease, Sublessee’s obligations under this Sublease are independent and shall not be conditioned upon performance by Sublessor. Upon the occurrence of a default by Sublessor, then (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Sublessee shall have all right and remedies available to it at law and in equity therefor.

Sublessor’s Default. Except for (a) In the obligations of Sublessee hereunder, event Sublessor covenants (i) shall fail to observe, comply and perform all any of the terms, covenants, material covenants and conditions and provisions of the Prime Lease agree to be observed and/or performed by Sublessor, including but not limited Sublessor hereunder and such failure to the payment of base rent and additional rent under the Prime Lease, and perform shall continue for thirty (b30) neither to do nor cause to be done any act or thing (other than the exercise of Sublessor’s rights hereunder) which would or might cause the Prime Lease or this Sublease or the rights of days after notice thereof from Sublessee hereunder to be canceled, terminated, forfeited or surrendered. If the Prime Landlord shall default in any of its obligations to Sublessor, Sublessee shall have be entitled to exercise all rights, powers or remedies provided by law; provided, however, that if the right in the name nature of Sublessor's failure to perform is such that more than thirty (30) days are required for performance, if necessary, to enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includes, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. then Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default hereunder if Sublessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Upon written request by ▇▇▇▇▇▇▇▇▇, thereafter diligently prosecutes the same to completion. Upon written request by Sublessor, or any Ground Lessor or Mortgagee, Sublessee shall serve notice of any alleged default or breach by Sublessor under this Sublease unless and until Sublessee has notified Sublessor in writing upon any Ground Lessor or Mortgagee and, notwithstanding any other provision of Sublessor’s default and Sublessor has failed to cure this sublease or applicable law, shall allow such default within Ground Lessor or Mortgagee a reasonable amount of time (but not less than thirty (30) days), or after the grace period in favor of Sublessor, to cure the same, including such additional time as is reasonably required necessary for such Ground Lessor or Mortgagee to correct any such defaultcomplete Ground Sublease termination or Mortgage foreclosure or other proceedings and obtain possession of the Property from Sublessor. (b) Except as otherwise expressly provided herein, after such notice by Sublessee. Notwithstanding anything Sublessee agrees that it shall look solely to the contrary contained estate and property of Sublessor in the Property (subject to prior right of any Ground Lessor or Mortgagee), for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor in the event of any default or breach by Sublessor under this Sublease, with Sublessor not to otherwise by liable to Sublessee’s obligations under this Sublease are independent , and shall Sublessee not be conditioned upon performance by Sublessor. Upon the occurrence of a default by to otherwise have any remedies against Sublessor, then (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Sublessee shall have all right and remedies available to it at law and in equity therefortherefore.

Sublessor’s Default. Except for the obligations If Sublessor commits a material breach of Sublessee hereunder, Sublessor covenants (i) to observe, comply and perform all any ------------------- provision of the terms, covenants, conditions and provisions of the Prime Lease to be observed and/or performed by Sublessor, including but not limited to the payment of base rent and additional rent under the Prime Lease, and (b) neither to do nor cause to be done any act or thing (other than the exercise of Sublessor’s rights hereunder) which would or might cause the Prime Lease or this Sublease or the rights of Sublessee hereunder to be canceled, terminated, forfeited or surrendered. If the Prime Landlord shall default in any of its obligations to Lease ("Sublessor's default"), Sublessee shall have give Sublessor written notice specifying in what manner Sublessor allegedly has defaulted. If Sublessor's default is not cured by Sublessor within the right period of time specifically provided for elsewhere in the name of SublessorSublease or the Lease, or, if necessaryno such cure period is provided, to enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includes, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default under this Sublease unless and until Sublessee has notified Sublessor in writing of Sublessor’s default and Sublessor has failed to cure such default within thirty (30) days, or such additional time as is reasonably required to correct any such default, days after the delivery of such notice (except that if Sublessor's default cannot be cured within the thirty (30) day period and Sublessor proceeds diligently thereafter to effect such cure), Sublessee, upon delivery of written notice to Sublessor, may cure Sublessor's default and Sublessor within twenty (20) days thereafter shall reimburse Sublessee for all costs and expenses (including reasonable attorneys' fees and court costs) reasonably incurred by SublesseeSublessee therefor, provided that if Sublessor fails to reimburse Sublessee within such twenty (20) day period, Sublessee may offset the amounts owing by Sublessor against the next installment or installments of Rents due hereunder. Notwithstanding anything the foregoing, if Sublessor's default materially and adversely affects Sublessee's rights to use and occupy the contrary contained in Premises under this Sublease, Sublessee’s obligations and if under this Sublease are independent and shall the circumstances such default cannot be conditioned upon performance cured within a reasonable time or at a reasonable cost by Sublessor. Upon the occurrence of a default by either Sublessee or Sublessor, then Sublessee may terminate this Sublease upon thirty (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Sublessee shall have all right and remedies available 30) days prior written notice to it at law and in equity thereforSublessor.

Sublessor’s Default. Except for In the obligations of Sublessee hereunder, event that Sublessor covenants shall default (i) to observe, comply and perform all in the performance of any of the terms, covenantscovenants and conditions on its part to be performed under this Sublease, or (ii) in the performance of any of the terms, covenants and conditions to be performed by Sublessor under the Primary Lease (which are not required to be performed by Sublessee on behalf of Sublessor thereunder), and the same are not cured within the time periods provided in the Primary Lease or this Sublease, whichever is shorter, then the Sublessee shall have the same rights and remedies with respect to such default as are given to Sublessor as Tenant, under the Primary Lease with respect to defaults by the Landlord thereunder, all with the same force and effect as are such provisions of the Prime Primary Lease with respect to be observed and/or performed by such defaults and the rights and remedies of the Sublessor, including but not limited as Tenant, thereunder in the event thereof were set forth at length herein. Subject to the payment prior written approval of base rent and additional rent under the Prime Lease, and (b) neither to do nor cause to be done any act or thing (other than the exercise of Sublessor’s rights hereunder) which would or might cause the Prime Lease or this Sublease or the rights of Sublessee hereunder to be canceled, terminated, forfeited or surrendered. If the Prime Landlord shall default in any of its obligations to Sublessorat such time, Sublessee shall have the right to cure any defaults by Sublessor under the Primary Lease to the extent Sublessee, in its sole reasonable discretion, deems it necessary to do so in order to protect and preserve Sublessee's interests in the name Subleased Premises. Sublessor shall promptly, on demand from Sublessee, reimburse Sublessee for all amounts expended by Sublessee in effecting any such cure on behalf of Sublessor, if necessary, to enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includesincluding, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee reasonable attorneys' fees and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default under this Sublease unless and until Sublessee has notified Sublessor in writing of Sublessor’s default and Sublessor has failed to cure such default within thirty (30) days, or such additional time as is reasonably required to correct any such default, after such notice by Sublesseecosts. Notwithstanding anything to the contrary contained in this Subleaseforegoing, Sublessee’s obligations under this Sublease are independent and shall not be conditioned upon performance by Sublessor. Upon the occurrence of a default by Sublessor, then (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance)however, Sublessee shall have all right and remedies available no obligation to it at law and in equity thereforcure defaults by Sublessor under the Primary Lease.

Sublessor’s Default. Except for the obligations The following shall constitute a default of Sublessee hereunder, Sublessor covenants under this Sublease: (i) Failure by the Sublessor to observe, comply observe and perform all any covenant, condition or agreement of the termsSublessor under the Lease. (ii) Failure by the Sublessor to observe and perform any covenant, covenantscondition or agreement of the Sublessor under the Sublease, conditions (x) with respect to any monetary default for a period of five (5) days following the receipt of written notice specifying such failure, or (y) for any nonmonetary default, for a period of thirty (30) days after receipt of written notice specifying such failure, and in the event such breach cannot be cured during such time, then such additional time as may be reasonable to cure or correct such default with due diligence, except that in the event the default relates to the performance of the freezer, and so long as the default is not caused by the negligence or wilful misconduct of Sublessee, it must be cured within three (3) days of receipt of written notice. (iii) The dissolution or liquidation of the Sublessor or the filing of the Sublessor of a voluntary petition or bankruptcy, or failure by Sublessor promptly to lift or stay any execution, garnishment or attachment of such consequence as will prevent it from carrying out its obligations hereunder or adjudication (not set aside within sixty (60) days of the Sublessor's bankruptcy) or assignment by the Sublessor for the benefit of its creditors, or the entry by Sublessor into an agreement or composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Sublessor in any proceeding for its reorganization instituted under the provisions of the Prime Lease General Bankruptcy Act, as amended, or under any similar act which may hereafter be enacted. (iv) Any representation or warranty made by the Sublessor herein or referenced herein shall fail to be observed and/or performed by Sublessortrue, including but accurate and complete in all material respects when made or at all relevant times during the Sublease Term, if the same is not limited cured within the period provided in Section 9.6(ii) above. The foregoing provisions of this Section 9.6 are subject to the payment following limitations: (a) if by reason of base rent force majeure as defined in Section 9.1 above (provided that reference to act or omission of Sublessee therein shall for purposes of this Section 9.6 be deemed to refer to act or omission of Sublessor), Sublessor is unable in whole or in part to carry out its agreements on its part herein contained, other than any monetary obligations of Sublessor contained herein, the Sublessor shall not be deemed in default during the continuance of such inability and additional rent under the Prime Lease, period within which such obligation is required to be performed and the cure period for any failure to perform the same shall be extended by the period during which the same continues; and (b) neither in the event that such default of Sublessor is proximately caused in material part by an Event of Default by Sublessee hereunder, then no such default of Sublessor shall exist to do nor cause the extent and only to be done the extent that the same is proximately caused by such Event of Default. Whenever any act or thing (other than the exercise of Sublessor’s rights hereunder) which would or might cause the Prime Lease or Sublessor default referred to in this Sublease or the rights of Sublessee hereunder to be canceled, terminated, forfeited or surrendered. If the Prime Landlord shall default in any of its obligations to SublessorSection 9.6 above has continued beyond applicable cure periods, Sublessee shall have the right in right, but not the name obligation to cure any and all of Sublessor, if necessary, to enforce Sublessor’s rights against Prime Landlord the same hereunder and/or under the Prime Lease provided that Lease, and shall be entitled to expend such moneys and perform such other acts as are in so doing Sublessee's sole discretion necessary or appropriate to cure the same, and Sublessee does not create or allow a default under shall be entitled to deduct the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includesreasonable cost thereof (including, without limitation, providing Sublessor with copies reasonable attorney's fees) from all rents and other charges payable by Sublessee hereunder. In the event that the Lease is terminated as a result of any notices such Sublessor default thereunder which is not so proximately caused by default of Sublessee hereunder or in the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. event of a default of Sublessor thereunder which cannot be reasonably cured by Sublessee, Sublessee shall not settle any dispute be entitled to terminate this Sublease and in the event the Lease is terminated, enter into a direct lease with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such settlement does not modify the Municipality on all of the terms and conditions of the Prime Lease or increase any and all rights and obligations or decrease any rights of the parties hereunder and of the Sublessor under the Prime LeaseLease shall terminate and be of no further force and effect. In the event Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default under this Sublease unless and until Sublessee has notified Sublessor in writing of Sublessor’s default and Sublessor has failed fails to cure such any default within thirty (30) days, or such additional time as is reasonably required to correct beyond any such default, after such notice by Sublessee. Notwithstanding anything to the contrary contained in this Sublease, Sublessee’s obligations under this Sublease are independent and shall not be conditioned upon performance by Sublessor. Upon the occurrence of a default by Sublessor, then (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance)applicable cure period, Sublessee shall have the right, but not the obligation, to terminate this Sublease and all right of the rights and remedies available to it at law obligations of the parties hereunder shall terminate and in equity thereforbe of no further force and effect.

Sublessor’s Default. Except for It is the obligations of Sublessee hereunder, Sublessor covenants (i) to observe, comply express understanding and perform all agreement of the terms, covenants, conditions parties and provisions of the Prime Lease to be observed and/or performed by Sublessor, including but not limited to the payment of base rent and additional rent under the Prime Lease, and (b) neither to do nor cause to be done any act or thing (other than the exercise it is a condition of Sublessor’s rights hereunder) which would or might cause the Prime Lease or agreement to execute this Sublease or the rights of Sublessee hereunder to be canceledthat, terminated, forfeited or surrendered. If the Prime Landlord shall default in any of its obligations to Sublessor, Sublessee shall have the right in the name of Sublessor, if necessary, to enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includes, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default under this Sublease unless and until Sublessor fails to perform obligations required of Sublessor within twenty (20) days after written notice by Sublessee has notified Sublessor in writing of to Sublessor’s default and , specifying wherein Sublessor has failed to cure perform such default within thirty obligation; provided, however, that if the nature of Sublessor’s obligation is such that more than twenty (3020) daysdays are required for its cure, or such additional time as is reasonably required to correct any such default, after such notice by Sublessee. Notwithstanding anything to the contrary contained in this Sublease, Sublessee’s obligations under this Sublease are independent and then Sublessor shall not be conditioned upon in default if Sublessor commences performance by Sublessorwithin such twenty (20) day period and thereafter diligently pursues the same to completion. Upon Sublessee shall not assert any right to deduct the occurrence cost of repairs or any monetary claim against Sublessor from Rent thereafter due and payable, but shall look solely to Sublessor for satisfaction of the claim. Each of Sublessor and Sublessee hereby waives its right to recover consequential damages (including, but not limited to, lost profits) or punitive damages arising out of a default by the other party hereto. This Sublease and the obligations of Sublessee hereunder shall not be affected or impaired because Sublessor is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of force majeure, and the time for Sublessor, then (notwithstanding ’s performance shall be extended for the period of any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Sublessee shall have all right and remedies available to it at law and in equity thereforsuch delay.

Sublessor’s Default. Except for the obligations (a) The following events shall be deemed to be an Event of Sublessee hereunder, Default by Sublessor covenants (i) under this Sublease: Sublessor shall have failed to observe, comply and perform all of the terms, covenants, conditions and any provisions of the Prime Lease this Sublease that it is obligated to be observed and/or performed by Sublessorperform, including but not limited to the payment of base rent and additional rent under the Prime Lease, and (b) neither to do nor cause to be done or if any act or thing (other than the exercise of Sublessor’s rights hereunder) which would representations or might cause warranties are untrue or become untrue in any material respect, and if the Prime Lease or this Sublease failure to perform or the rights failure of Sublessee hereunder such representation or warranty is not cured within thirty (30) days after written notice of default has been given to be canceled, terminated, forfeited or surrenderedSublessor. If the Prime Landlord shall default in any of its obligations to Sublessor, Sublessee shall have the right in the name of Sublessor, if necessary, to enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includes, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall cannot be unreasonably withheld so long as such settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default under this Sublease unless and until Sublessee has notified Sublessor in writing of Sublessor’s default and Sublessor has failed to cure such default reasonably cured within thirty (30) days, or Sublessor shall commence to cure the default within such thirty (30) day period and have such additional time to cure same as is may be reasonably required necessary, provided Sublessor proceeds promptly and with due diligence to correct cure the default to completion. (b) If Sublessor shall have failed to cure a material default by Sublessor after expiration of the applicable time for cure of a particular default, Sublessee, at its election, but without obligation thereof, (i) may seek specific performance of any obligation of Sublessor after which Sublessee shall retain, and may exercise and enforce any and all rights that Sublessee may have against Sublessor as a result of such default, after such notice (ii) from time to time without releasing Sublessor in whole or in part from the obligations to be performed by Sublessee. Notwithstanding anything to Sublessor hereunder, and cure the contrary contained in this Subleasedefault at Sublessor’s cost, Sublessee’s obligations under (iii) may terminate this Sublease are independent and shall not be conditioned upon performance and/or (iv) exercise any other remedy given hereunder existing at law or in equity. Any reasonable costs incurred by Sublessor. Upon the occurrence of Sublessee in order to cure such a default by Sublessor shall be due immediately from Sublessor and may be offset against any amount due from Sublessee to Sublessor, then (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Sublessee shall have all right and remedies available to it at law and in equity therefor.