Common use of Underlying Lease Clause in Contracts

Underlying Lease. This Sublease shall be expressly subject and subordinate to the terms of the Underlying Lease, which provision shall be self-operative, but Sublessee shall within ten (10) days of Sublessor’s request execute any instrument reasonably requested by Sublessor or Underlying Landlord to evidence or confirm the same. If the Underlying Lease is terminated for any reason whatsoever, Underlying Landlord, at Underlying Landlord's option, may take over all of the right, title and interest of Sublessor under the Sublease and the Sublessee, at Underlying Landlord's option, shall attorn to Underlying Landlord and perform for Underlying Landlord’s benefit all the terms, covenants and conditions of such Sublease as if such Sublease were a direct lease between Underlying Landlord and Sublessee; provided however, Underlying Landlord shall not be (1) liable for any act or omission of the transferor under such Sublease (except for any such acts or omissions that (x) continue after the date that Landlord succeeds to the interest of the Sublessor under the Sublease, and (y) may be remedied by providing a service or performing a repair), (2) subject to any defense or offsets which the Sublessee may have against the Sublessor that accrue prior to the date that Underlying Landlord succeeds to the interest of the Sublessor, (3) bound by any previous payment that the Sublessee made to the Sublessor more than thirty (30) days in advance of the date that such payment was due, (4) bound by any obligation to make any payment to or on behalf of the Sublessee that accrues prior to the date that Underlying Landlord succeeds to the interest of the Sublessor under this Sublease, (5) bound by any obligation to perform any work or to make improvements to the Sublet Premises (other than the obligation to perform maintenance, repairs or restoration that in each case first becomes necessary from and after the date that Underlying Landlord succeeds to the interest of the Sublessor under the Sublease), (6) bound by any amendment or modification of this Sublease made without Underlying Landlord's consent (it being agreed that no such consent shall be required pursuant to this subclause (6) for any amendment or modification of the Sublease expressly contemplated herein or otherwise previously approved by Underlying Landlord (e.g., a renewal right), and (7) bound to return the Sublessee's security deposit, if any, until such deposit has come into Underlying Landlord's actual possession and the Sublessee is entitled to such security deposit pursuant to the terms of this Sublease. If the Underlying Lease shall be rejected pursuant to Section 365 of the Bankruptcy Code (as hereinafter defined) or any similar or successor statute, such rejection shall be treated by Sublessee as a termination of the Term hereunder, notwithstanding any alternative interpretation given by law to such rejection and the provisions of Section 4.(D)(xiii) of the Underlying Lease shall be applicable thereto.

Underlying Lease. (a) This Sublease shall be expressly subject and subordinate to the terms of the Underlying Lease, which provision shall be self-operative, but Sublessee shall within ten (10) days of Sublessor’s request execute any instrument reasonably requested by Sublessor or Underlying Landlord to evidence or confirm the same. If the Underlying Lease is terminated for any reason whatsoever, Underlying Landlord, at Underlying Landlord's option, may take over all of the right, title and interest of Sublessor under the Sublease and the Sublessee, at Underlying Landlord's option, shall attorn to Underlying Landlord and perform for Underlying Landlord’s benefit all the terms, covenants and conditions of such Sublease as if such Sublease were a direct lease between contained in the Underlying Landlord Lease, and Sublessee; provided however, to all matters to which the Underlying Landlord shall not be (1) liable for any act or omission Lease is subject and subordinate. A true and complete copy of the transferor under such Sublease Underlying Lease is annexed hereto as Exhibit A. (except for any such acts b) The Sublessee covenants and agrees (i) not to do or omissions that (x) continue after suffer or permit anything to be done or fail to do anything which would violate the date that Landlord succeeds to the interest terms of the Sublessor Underlying Lease or result in a default under the SubleaseUnderlying Lease (beyond the expiration of applicable grace, and (ynotice and/or cure periods) may or cause the Underlying Lease to be remedied by providing a service or performing a repair)terminated, (2ii) subject to any defense or offsets which the Sublessee may have against the Sublessor that accrue prior to the date that Underlying Landlord succeeds to the interest of the Sublessor, (3) bound by any previous payment that the Sublessee made to the Sublessor more than thirty (30) days in advance of the date that such payment was due, (4) bound by any obligation to make any payment to or on behalf of the Sublessee that accrues prior to the date that Underlying Landlord succeeds to the interest of the Sublessor under this Sublease, (5) bound by any obligation to perform any work or to make improvements and observe as to the Sublet Premises (other than the obligation to perform maintenance, repairs or restoration that in each case first becomes necessary from and after the date that Underlying Landlord succeeds to the interest all of the Sublessor terms, covenants and conditions on the part of the Tenant under the Sublease), (6) bound Underlying Lease to be observed and performed except the payment of Fixed Rent and Additional Rent under the Underlying Lease and except those other provisions of the Underlying Lease made inapplicable by any amendment or modification the express provisions of this Sublease made without Underlying Landlord's consent (it being agreed that no such consent shall be required pursuant to this subclause (6) for any amendment or modification of the Sublease expressly contemplated herein or otherwise previously approved by Underlying Landlord (e.g., a renewal right), and (7) bound to return the Sublessee's security deposit, if any, until such deposit has come into Underlying Landlord's actual possession and the Sublessee is entitled to such security deposit pursuant to the terms of this Sublease. If the Underlying Lease shall be rejected pursuant to Section 365 of the Bankruptcy Code Excluded Provisions (as hereinafter defined) or any similar or successor statute). Except for the Excluded Provisions, such rejection shall be treated by Sublessee as a termination all of the Term hereunderterms, notwithstanding any alternative interpretation given by law to such rejection covenants and the provisions of Section 4.(D)(xiii) conditions of the Underlying Lease shall be applicable theretoare incorporated herein with the same force and effect as if herein set forth in full. The rights and obligations contained in the Underlying Lease are hereby imposed upon the Sublessor and the Sublessee during the term of this Sublease, "Sublessor" being substituted for "Landlord" and "Sublessee" being substituted for "Tenant" and the "Sublet Premises" for the "Premises".

Underlying Lease. This (a) The parties agree that this Sublease shall be expressly subject and subordinate to all of the terms terms, covenants, conditions and provisions of the lease dated as of December 22, 1997 between Boston Properties Limited Partnership, as landlord ("Landlord"), and Cambridge Technology Partners (Massachusetts) Inc., ("Cambridge") as tenant, covering the subleased premises and other premises in the Building, as amended by first amendment to lease dated as of June 29, 1999 between Landlord and Cambridge, and as assigned by Cambridge to Sublessor by assignment and assumption of lease dated as of January l, 2002 (said lease, as so amended and assigned, the "Underlying Lease"). A redacted copy of the Underlying Lease has been delivered to and examined by Subtenant. (b) The terms, covenants, conditions and provisions contained in the Underlying Lease (including but not limited to the remedies provided thereunder) are incorporated herein by reference, and shall, as between Sublessor and Subtenant constitute the terms, covenants, conditions and provisions of this Sublease, as if all references to the landlord thereunder were references to Sublessor, as if all references to the tenant thereunder were references to Subtenant and as if all references to the Premises (as such term is defined in the Underlying Lease) thereunder were references to the subleased premises, (i) except that all references in the Underlying Lease, as incorporated herein by reference, to "Tenant's Property" shall apply only to Subtenants property and all references in the Underlying Lease, as incorporated herein by reference, to "Annual Fixed Rent" shall refer to base rent hereunder and (ii) except to the extent that they are inapplicable to, inconsistent with, or modified by the provisions of this Sublease. Subtenant agrees to faithfully observe and perform the terms, covenants, conditions and provisions on its part to be observed and performed hereunder as well as those terms, covenants, conditions and provisions on its part to be observed and performed by the tenant under the Underlying Lease including, without limitation, the obligation to pay all rent, additional rent and all other charges and sums thereunder, except to the extent that they are inapplicable to, inconsistent with or modified by the provisions of this Sublease. Sublessor and Subtenant hereunder shall have the respective remedies of landlord and tenant under the Underlying Lease. Nothing contained in this Sublease shall be construed to create privity of estate or of contract between Subtenant and Sublessor's landlord. Subtenant shall not do or permit to be done any act or thing which will constitute a breach or violation of any of the terms, covenants, conditions or provisions of the Underlying Lease, which provision shall be self-operative, but Sublessee shall within ten (10) days of Sublessor’s request execute any instrument reasonably requested by Sublessor or Underlying Landlord to evidence or confirm the same. If the Underlying Lease is terminated for any reason whatsoever, Underlying Landlord, at Underlying Landlord's option, may take over all of the right, title and interest of Sublessor under the Sublease and the Sublessee, at Underlying Landlord's option, shall attorn to Underlying Landlord and perform for Underlying Landlord’s benefit all the terms, covenants and conditions of such Sublease as if such Sublease were a direct lease between Underlying Landlord and Sublessee; provided however, Underlying Landlord shall not be (1) liable for any act or omission of the transferor under such Sublease (except for any such acts or omissions that (x) continue after the date that Landlord succeeds to the interest of the Sublessor under the Sublease, and (y) may be remedied by providing a service or performing a repair), (2) subject to any defense or offsets which the Sublessee may have against the Sublessor that accrue prior to the date that Underlying Landlord succeeds to the interest of the Sublessor, (3) bound by any previous payment that the Sublessee made to the Sublessor more than thirty (30) days in advance of the date that such payment was due, (4) bound by any obligation to make any payment to or on behalf of the Sublessee that accrues prior to the date that Underlying Landlord succeeds to the interest of the Sublessor under this Sublease, (5) bound by any obligation to perform any work or to make improvements to the Sublet Premises (other than the obligation to perform maintenance, repairs or restoration that in each case first becomes necessary from and after the date that Underlying Landlord succeeds to the interest of the Sublessor under the Sublease), (6) bound by any amendment or modification of this Sublease made without Underlying Landlord's consent (it being agreed that no such consent shall be required pursuant to this subclause (6) for any amendment or modification of the Sublease expressly contemplated herein or otherwise previously approved by Underlying Landlord (e.g., a renewal right), and (7) bound to return the Sublessee's security deposit, if any, until such deposit has come into Underlying Landlord's actual possession and the Sublessee is entitled to such security deposit pursuant to the terms of this Sublease. If the Underlying Lease shall be rejected pursuant to Section 365 of the Bankruptcy Code (as hereinafter defined) or any similar or successor statute, such rejection shall be treated by Sublessee as a termination of the Term hereunder, notwithstanding any alternative interpretation given by law to such rejection and the provisions of Section 4.(D)(xiii) of the Underlying Lease shall be applicable thereto.