Common use of Termination of Master Lease Clause in Contracts

Termination of Master Lease. If at any time prior to the expiration or termination of this Sublease, the Master Lease shall expire or terminate (or Sublandlord’s right to possession shall terminate without termination of the Master Lease), this Sublease shall simultaneously expire or terminate. However, Subtenant agrees, at the election and upon the written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the Sublease Term, with such reasonable modifications to the Master Lease, as Landlord and Subtenant may agree upon, provided that Landlord takes over and otherwise assumes all of the right, title and interest of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination of the Master Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, Subtenant agrees to execute an attornment agreement, in form and substance acceptable to Landlord and Subtenant, pursuant to which Subtenant confirms that all obligations owed to Sublandlord under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and interest of Sublandlord under this Sublease.

Termination of Master Lease. If at for any time reason the term of the Master Lease is terminated prior to the expiration or termination Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise (except where such termination results from a default under the Master Lease by Sublandlord through no fault of Subtenant or is otherwise a breach of the terms of this Sublease by Sublandlord) except that Sublandlord shall expire or terminate return to Subtenant that portion of any Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the provisions of this Sublease. So long as Subtenant complies with its obligations under this Sublease: (or Sublandlorda) Sublandlord shall perform all of its obligations under the Master Lease not agreed to be performed by Subtenant hereunder to the extent required to keep the Master Lease in full force and effect during the Term; (b) Sublandlord shall not, without Subtenant’s prior written consent, exercise any right to possession terminate the Master Lease, voluntarily terminate the Master Lease, or take any other action under the Master Lease that could materially adversely affect Subtenant’s use or occupancy of the Premises or materially increase Subtenant’s obligations or decrease Subtenant’s rights; and (c) Sublandlord shall terminate without termination not agree to any amendment of the Master Lease)Lease which would materially adversely affect Subtenant’s rights or obligations under this Sublease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for its violation of the terms of this Section 9.3 if Master Landlord agrees that Subtenant may remain in possession of the Premises on the same terms as this Sublease shall simultaneously expire or terminate. However, Subtenant agrees, at the election and upon the written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the Sublease Term, with such reasonable modifications to the Master Lease, as Landlord and Subtenant may agree upon, provided that Landlord takes over and otherwise assumes all of the right, title and interest of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination of the Master Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, Subtenant agrees to execute an attornment agreement, in form and substance acceptable to Landlord and Subtenant, pursuant to which Subtenant confirms that all obligations owed to Sublandlord under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and interest of Sublandlord under this Sublease.

Termination of Master Lease. Sublandlord hereby acknowledges and agrees that it shall not voluntarily terminate the Master Lease without the prior written consent of Subtenant. If at for any time reason the Master Lease shall terminate prior to the expiration Expiration Date, this Sublease shall thereupon be terminated unless Landlord elects to cause Subtenant to attorn to Landlord. In consideration of the foregoing, Sublandlord agrees, as a courtesy to Subtenant to request from Landlord a non-disturbance agreement in favor of Subtenant that provides that: (i) upon a default by Sublandlord under the Master Lease, this Sublease shall not be terminated by Landlord or termination affected by such default, (ii) this Sublease shall continue in full force and effect, and (iii) provided Subtenant is not in default of this Sublease, Subtenant’s occupancy of the Master Lease Premises shall expire not be affected or terminate (or Sublandlord’s right to possession shall terminate without disturbed by Landlord notwithstanding any termination of the Master Lease), . Subtenant and Sublandlord acknowledge and agree that (A) the effectiveness of this Sublease is not conditioned or contingent upon Sublandlord’s obtaining such non-disturbance and (B) Subtenant shall simultaneously expire or terminate. However, reimburse Sublandlord for the costs of obtaining and negotiating any non-disturbance agreement for the benefit of Subtenant agrees, at the election including any costs passed through by Landlord and upon the written demand reasonable attorneys’ fees of Landlord, and not otherwise, to attorn to Landlord for the remainder of the Sublease Term, with such reasonable modifications to the Master Lease, as Landlord and Subtenant may agree upon, provided that Landlord takes over and otherwise assumes all of the right, title and interest of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination of the Master Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, Subtenant agrees to execute an attornment agreement, in form and substance acceptable to Landlord and Subtenant, pursuant to which Subtenant confirms that all obligations owed to Sublandlord under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and interest of Sublandlord under this Sublease.

Termination of Master Lease. If at for any time reason the term of the Master Lease is terminated prior to the expiration or termination Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord shall expire not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or terminate (or Sublandlord’s Subtenant otherwise has the right to possession continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall terminate without termination of prevent Sublandlord from terminating the Master Lease), this Sublease shall simultaneously expire Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or terminate. However, Subtenant agrees, at the election and upon the written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the Sublease Term, with such reasonable modifications to Subtenant’s rights or obligations under the Master Lease, as Landlord and Subtenant may agree uponwithout obtaining Subtenant’s prior written consent, to be provided that Landlord takes over and otherwise assumes all of the right, title and interest of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination of the Master Lease and shall be self-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, Subtenant agrees to execute an attornment agreement, in form and substance acceptable to Landlord and Subtenant, pursuant to which Subtenant confirms that all obligations owed to Sublandlord under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and interest of Sublandlord under this Sublease’s sole discretion.

Termination of Master Lease. This Sublease is, and shall at all times remain, subordinate to the Master Lease and to any mortgage financing of Landlord or superior lease, and to all other matters, instruments or agreements to which the Master Lease is or shall be subject or subordinate, and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event the Master Lease expires or is terminated for any reason, then, on the date of such expiration or termination, this Sublease shall automatically terminate and be of no further force or effect as if such expiration or termination date had been specified in this Sublease as the expiration date hereof. If at any time prior to the expiration or termination of the Master Lease (and resulting termination of this Sublease) occurs, Sublandlord shall have no liability to Subtenant for the resultant termination of this Sublease, notwithstanding the Master Lease shall expire reason for such expiration or terminate termination, including without limitation, any such expiration or termination caused by (i) the exercise of any termination right by Landlord or Sublandlord’s right to possession shall terminate without termination of the Master Lease), this Sublease shall simultaneously expire or terminate. However, Subtenant agrees, at the election and upon the written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the Sublease Term, with such reasonable modifications to Sublandlord under the Master Lease, as including without limitation on account of a casualty or condemnation, (ii) the agreement of Landlord and Subtenant may agree uponSublandlord, provided that Landlord takes over and otherwise assumes all of or (iii) the right, title and interest default of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination of the Master Lease and Lease. Sublandlord shall be selfhave no obligation to obtain any non-operative upon such written demand of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, disturbance agreements from Landlord or any mortgagees or ground lessors. Subtenant agrees to execute an attornment agreementthat in the event of termination, in form and substance acceptable to reentry or dispossession by Landlord and Subtenantunder the Master Lease, pursuant to which Subtenant confirms that all obligations owed to Sublandlord under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Termmay, and Landlord agrees to at its option, take over all of the right, title and interest of Sublandlord under this Sublease, and Subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the provisions of this Sublease.

Termination of Master Lease. If at Notwithstanding anything to the contrary in this Sublease, if the term of the Master Lease is terminated for any time reason prior to the expiration or termination Expiration Date, this Sublease shall thereupon terminate concurrently as between Sublandlord and Subtenant. Subtenant acknowledges that in the event of this Sublease, the Master Lease shall expire or terminate (or Sublandlord’s right to possession shall terminate without a termination of the Master Lease)Lease for any reason, this Sublease shall simultaneously expire or terminate. However, Subtenant agrees, at the election including but not limited to an agreement between Sublandlord and upon the written demand of Landlord, and not otherwise, to attorn to Master Landlord for the remainder of the Sublease Term, with such reasonable modifications to terminating the Master Lease, as Landlord and Subtenant may agree upon, provided that Landlord takes over and otherwise assumes all of the right, title and interest of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon and Subtenant shall remain in possession of the Premises pursuant to the Direct Lease. Upon the termination of this Sublease as between Sublandlord and Subtenant, neither Subtenant nor Sublandlord shall have any liability to the other except (a) Sublandlord shall be liable to Subtenant if the termination of the Master Lease and is caused by a breach of Sublandlord’s obligations under this Sublease, (b) Subtenant shall be self-operative upon liable to Sublandlord for any payment under this Sublease, whether of Base Rent, Additional Rent or otherwise, which shall have accrued (or shall relate to the period) prior to the expiration or sooner termination of this Sublease, (c) Sublandlord shall be liable to Subtenant for any payment or refund due to Subtenant and that is applicable to the period prior to the expiration or sooner termination of this Sublease (provided that, to the extent such written demand payment or refund due to Subtenant is to be paid by Master Landlord, Sublandlord shall only be liable for delivering the payment or refund actually received from Master Landlord); and (d) if the Master Lease and/or this Sublease is terminated as a result of a breach or default by Subtenant of its obligations under this Sublease, Subtenant shall be liable to Sublandlord for all damages suffered by Sublandlord as a result of the Landlordtermination, and no further instrument shall be required to give effect to said provisions; providedincluding, howeverwithout limitation, Subtenant agrees to execute an attornment agreement, in form and substance acceptable to Landlord and Subtenant, pursuant to which Subtenant confirms that all obligations owed to Sublandlord Rent payable under this Sublease shall become obligations owed up to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and interest of Sublandlord under this SubleaseExpiration Date.

Termination of Master Lease. If at 12.01 Except as hereinafter provided in this Section 12.01, if for any time reason the term of the Master Lease is terminated prior to the expiration or termination Expiration Date of this Sublease, this Sublease shall thereupon be terminated, and Sublandlord shall not be liable to Subtenant by reason thereof. Provided Subtenant is not in default following notice and the expiration of any applicable cure period under this Sublease, Sublandlord agrees during the term of this Sublease that (x) Sublandlord shall not voluntarily terminate the Master Lease shall expire or terminate (or Sublandlord’s right with respect to possession shall terminate without termination the Subleased Premises prior to the Expiration Date of the Master Lease), this Sublease shall simultaneously expire except if pursuant to Articles 9 or terminate. However, Subtenant agrees, at the election and upon the written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the Sublease Term, with such reasonable modifications to the Master Lease, as Landlord and Subtenant may agree upon, provided that Landlord takes over and otherwise assumes all of the right, title and interest of Sublandlord under this Sublease. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, this Sublease shall terminate upon the termination 10 of the Master Lease and shall be self-operative upon such written demand except that Sublandlord may also voluntarily terminate the Master Lease for any reason other than pursuant to Articles 9 or 10 of the Landlord, and no further instrument shall be required to give effect to said provisions; provided, however, Subtenant Master Lease if Master Landlord agrees to execute an attornment agreement, in form and substance acceptable to recognize this Sublease as a direct lease between Master Landlord and Subtenant, Subtenant pursuant to the terms of this Sublease; (y) Sublandlord shall not commit or permit to be committed any acts which would create a default on the part of Sublandlord, as tenant, under the Master Lease with respect to the Subleased Premises, unless such default is caused by any act or omission of Subtenant confirms that all or its respective agents, employees, licensees, contractors or invitees; and (z) Sublandlord shall not modify or amend the Master Lease so as to increase (other than to a de minimis extent) the obligations owed to Sublandlord of Subtenant under this Sublease shall become obligations owed to Landlord for the balance of the Sublease Term, and Landlord agrees to take over all of the right, title and or materially adversely affect Subtenant’s leasehold interest of Sublandlord under created by this Sublease.