By Sublandlord. Sublandlord agrees that it will perform its obligations under the Master Lease during the Term and will not amend or modify the Master Lease in any way or knowingly take any action under the Master Lease which would increase Sublandlord’s obligations hereunder (other than in a de minimus way, such as requiring Subtenant to send notices to an additional address, etc.) or materially adversely affect Subtenant’s rights hereunder. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant, except as Sublandlord may be entitled to terminate the Master Lease in the event of casualty or condemnation. Sublandlord represents to Subtenant that the Master Lease is in full force and effect and Sublandlord has neither given nor received a notice of default under the Master Lease. Sublandlord agrees to comply with the obligations under the Master Lease and not to perform any act which constitutes a default under the Master Lease, indemnify Subtenant against and hold Subtenant harmless from claims, demands, actions, proceedings, suits, liabilities, losses, judgments, expenses (including attorneys’ fees) and damages arising out of Sublandlord’s default under the Master Lease (provided that such default is not the result of the act or omission of Subtenant in violation of the terms of this Sublease or the Master Lease). As of the date of this Sublease, Sublandlord has not received any notice from governmental authorities that (x) the Building is the subject of any pending condemnation or eminent domain proceeding or (y) the Building is not in compliance with applicable laws (as enacted and enforced as of the date of this Sublease) in any material manner.
By Sublandlord. Sublandlord will not commit any act which may result in a default under the Master Lease. Sublandlord will indemnify, defend protect and hold Subtenant harmless from and against any Claims arising out of, by reason of, or resulting from, Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease (except to the extent that any such failure to perform or observe such terms and conditions is attributable to the acts or omissions of Subtenant or Subtenant’s employees, agents, representatives or contractors).
By Sublandlord. Sublandlord agrees that it will perform its obligations under the Master Lease during the Term and will not amend or modify the Master Lease in any way or knowingly take any action under the Master Lease which would increase Sublandlord’s obligations hereunder (other than in a de minimus way, such as requiring Subtenant to send notices to an additional address, etc.) or materially adversely affect Subtenant’s rights hereunder. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant, except as Sublandlord may be entitled to terminate the Master Lease in the event of casualty or condemnation.
By Sublandlord. Sublandlord shall indemnify, defend and hold harmless Subtenant and Subtenant’s employees from and against all demands, claims, causes of action, judgments, losses, damages, liabilities, fines, penalties, costs and expenses, including attorneys’ fees, arising from either of the following:
By Sublandlord i) Sublandlord shall have the right to terminate this Sublease, at its sole discretion, at any time after the expiration of eighteen (18) months from the date hereof upon the giving of written notice to Subtenant of Sublandlord's intent to so terminate (the "Sublandlord Notice"). Subtenant shall have six (6) months after the date of the Sublandlord Notice to vacate the Subleased Premises. Subtenant shall be obligated to pay all rents as described in Section 3 hereof up to, and including, six (6) months after the Sublandlord Notice.
By Sublandlord. Sublandlord represents and warrants to Subtenant as follows: Sublandlord is duly organized and validly existing as a corporation under the laws of the State of Delaware; is qualified to transact business in the State of California; has all lawful power and authority to enter into this Sublease and perform the obligations on its part to be performed by Sublandlord; and the execution, delivery and performance of this Sublease by Sublandlord has been authorized by all necessary corporate action. When executed and delivered by Subtenant and Sublandlord, this Sublease shall be binding and enforceable against Subtenant in accordance with its terms, subject only to the satisfaction of the conditions precedent set forth herein, and the application of equitable principles or bankruptcy rules and regulations which may limit certain rights or remedies of the parties under certain circumstances. No consent, approval, permit or authorization of any person, entity or governmental agency is required as a condition to the validity or enforceability of this Sublease in accordance with its terms. No litigation, arbitration or other adversarial or governmental proceeding is pending or, to Sublandlord's knowledge, threatened which could impair the enforceability of this Sublease against Sublandlord, or terminate the Master Lease or Sublandlord's interest in the Sublease Premises. There has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord.
By Sublandlord. Sublandlord shall indemnify, defend and hold harmless Subtenant from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and costs, which Subtenant may incur or pay out by reason of (a) any personal injury, death or property damage caused by or resulting from the negligence or willful misconduct of Sublandlord or its agents, employees, contractors or invitees (except to the extent caused by or resulting from the negligence or willful misconduct of Subtenant or its agents, employees, contractors or invitees); (b) any breach or default by Sublandlord under this Sublease; or (c) any termination of this Sublease occurring prior to the Expiration Date which results from the breach or default by Sublandlord under the Master Lease.
By Sublandlord. Until the Rent Commencement Date (as hereinafter -------------- defined), Sublandlord's employees shall have the right to occupy approximately 1,400 square feet of the Premises, which occupancy shall be shared with Subtenant and its employees. Sublandlord shall pay no rent for such occupancy unless it fails to vacate the Premises on or before the Rent Commencement Date in which case the monthly installments of Base Rent to be paid by Subtenant for the use of the Premises beginning on the Rent Commencement Date shall be reduced by $0.0507 for each square foot of space occupied by Sublandlord's employees for each day of occupancy beyond the Rent Commencement Date. Sublandlord shall use reasonable efforts to fully vacate the Premises on or before the Rent Commencement Date.
By Sublandlord. In the event of Sublandlord’s failure to perform any of its covenants or agreements under this Sublease, including any obligation under the Master Lease which has become Sublandlord’s obligation by virtue of its incorporation herein by reference, Subtenant shall give Sublandlord written notice of such failure and shall give Sublandlord thirty (30) days to cure or commence to cure such failure prior to any claim for breach or results in damages, provided, however, that if the nature of the default is such that it cannot reasonably be cured within said thirty (30) day period, Sublandlord shall not be deemed in default if it commences within such period to cure, and thereafter diligently prosecute the same to completion. Subtenant’s sole remedy upon Sublandlord’s default hereunder shall be an action for damages for injunctive or declaratory relief.
By Sublandlord. Sublandlord represents and warrants to Subtenant that :
