Common use of Sublease Agreement Clause in Contracts

Sublease Agreement. If the Sublease Agreement is not terminated by the Landlord within 45 days after Closing, Buyer may cause Xxxxxxx to terminate the Sublease Agreement in accordance with the terms of the Sublease Agreement, whereupon Seller shall be responsible for and will pay all costs, and other expenses under the lease for the period from and after the date 90 days after Closing until the termination of the Term (the “Post 90 Day Period”); provided, however, that (i) in no event shall Seller be liable for any losses, costs or expenses incurred prior to or after the Post 90 Day Period which arise out of Buyer or its Affiliates’ breach of the Sublease Agreement or out of Buyer or its Affiliates negligence or willful misconduct with respect to such Sublease Agreement, and (ii) if at any time after the Closing, Seller requests that Buyer terminate or cause Xxxxxxx to terminate the Sublease Agreement, Buyer shall terminate the Sublease Agreement within 2 business days of such request and, in such event, Buyer shall be responsible for all costs and expenses under the Sublease Agreement from the Closing Date until 90 days after the Closing Date, and Seller shall be responsible for all costs and expenses under the Sublease Agreement for the Post 90 Day Period; provided further, however, that all of the foregoing provisions above shall not apply where, on or prior to the Closing Date, the Seller has delivered to the Buyer a fully executed Sublease Termination Notice. For the avoidance of doubt, it is understood and agreed that Seller will be responsible for any extraordinary costs and expenses of the Company with respect to the Sublease Agreement and the termination thereof (for example, breakage fees or penalties) and all other costs and expenses under the Sublease Agreement during the Post 90 Day Period, if any, and Buyer shall be responsible for (i) any costs or expenses of the Company which are for the Company’s account in its capacity as a sub-tenant under the Sublease Agreement (whether or not Buyer causes the Company to occupy the facility during the period following the Closing and through and until the beginning of the Post 90 Day Period), and which are apparent on the face of the Sublease Agreement (for example, those obligations relating to rent, utilities, taxes, maintenance and insurance) and (ii) any costs, obligations or liabilities which are caused by the Buyer’s or the Company’s breach of the Sublease Agreement, negligence or willful misconduct after the Closing. Further, Buyer covenants and agrees that neither it nor the Company will amend or agree to amend the Sublease Agreement without the Seller’s consent.

Sublease Agreement. If Sellers shall use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the consent (the “Landlords’ Consent”) of The Great-West Life Assurance Company and ASET Properties Inc. (together, the “Landlords”) to enter into a sublease agreement with NGX substantially in the form attached as Exhibit C (a “Sublease Agreement is not terminated by Agreement”). If, prior to the Landlord within 45 days after Closing, Buyer may cause Xxxxxxx Sellers have obtained the Landlords’ Consent to terminate the Sublease Agreement in accordance with the terms of the enter into a Sublease Agreement, whereupon Seller then Sellers shall cause TSX Ventures Exchange Inc. and NGX to enter into a Sublease Agreement (with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be responsible for and will pay all costsunreasonably withheld, and other expenses under conditioned or delayed) with effect as of the lease for Closing. If Sellers have not obtained the period Landlords’ Consent prior to the Closing, then from and after the date 90 days after Closing until the termination of the Term (the “Post 90 Day Period”); provided, however, that (i) for a period not to exceed 100 days in no event shall Seller be liable for any losses, costs or expenses incurred prior to or after total (including the Post 90 Day Period which arise out of Buyer or its Affiliates’ breach of the Sublease Agreement or out of Buyer or its Affiliates negligence or willful misconduct with respect to such Sublease Agreement, and (ii) if at any time after the Closing, Seller requests that Buyer terminate or cause Xxxxxxx to terminate the Sublease Agreement, Buyer shall terminate the Sublease Agreement within 2 business days of such request and, in such event, Buyer shall be responsible for all costs and expenses under the Sublease Agreement from the Closing Date until 90 days after the Closing Date, and Seller shall be responsible for all costs and expenses under the Sublease Agreement for the Post 90 Day Period; provided further, however, that all of the foregoing provisions above shall not apply where, on or prior to the Closing Date, the Seller has delivered Closing) (A) Sellers shall continue to the Buyer a fully executed Sublease Termination Notice. For the avoidance of doubt, it is understood and agreed that Seller will be responsible for any extraordinary costs and expenses of the Company with respect to the Sublease Agreement and the termination thereof (for example, breakage fees or penalties) and all other costs and expenses under the Sublease Agreement during the Post 90 Day Period, if anyuse their commercially reasonable efforts, and Buyer shall be responsible for cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the Landlords’ Consent and (iB) any costs or expenses of once the Company which are for the Company’s account in its capacity as Landlords’ Consent has been obtained, Sellers shall cause TSX Venture Exchange Inc. and Purchaser shall cause NGX to enter into a sub-tenant under the Sublease Agreement (whether with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or not Buyer causes the Company to occupy the facility during the period following the Closing and through and until the beginning of the Post 90 Day Period), and which are apparent on the face of the Sublease Agreement (for example, those obligations relating to rent, utilities, taxes, maintenance and insurancedelayed) and (ii) any costsSellers shall provide the space that would have been subleased pursuant to the terms of such a sublease agreement as an Additional Service (as defined in the Transition Services Agreement) to Purchaser under the Transition Services Agreement, obligations or liabilities which are caused by and Purchaser shall pay the Buyer’s or the Company’s breach of per square foot per annum price for such space pursuant to the Sublease Agreement, negligence or willful misconduct after until the Closing. Further, Buyer covenants earlier date of (A) the date on which the Landlords’ Consent has been obtained and agrees that neither it nor the Company will amend or agree to amend the such a Sublease Agreement without the Seller’s consenthas become effective and (B) October 30, 2020.

Sublease Agreement. If Sellers shall use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the consent (the “Landlords’ Consent”) of The Great-West Life Assurance Company and ASET Properties Inc. (together, the “Landlords”) to enter into a sublease agreement with NGX substantially in the form attached as Exhibit C (a “Sublease Agreement is not terminated by Agreement”). If, prior to the Landlord within 45 days after Closing, Buyer may cause Xxxxxxx Sellers have obtained the Landlords’ Consent to terminate the Sublease Agreement in accordance with the terms of the enter into a Sublease Agreement, whereupon Seller then Sellers shall cause TSX Ventures Exchange Inc. and NGX to enter into a Sublease Agreement (with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be responsible for and will pay all costsunreasonably withheld, and other expenses under conditioned or delayed) with effect as of the lease for Closing. If Sellers have not obtained the period Landlords’ Consent prior to the Closing, then from and after the date 90 days after Closing until the termination of the Term (the “Post 90 Day Period”); provided, however, that (i) for a period not to exceed 100 days in no event shall Seller be liable for any losses, costs or expenses incurred prior to or after total (including the Post 90 Day Period which arise out of Buyer or its Affiliates’ breach of the Sublease Agreement or out of Buyer or its Affiliates negligence or willful misconduct with respect to such Sublease Agreement, and (ii) if at any time after the Closing, Seller requests that Buyer terminate or cause Xxxxxxx to terminate the Sublease Agreement, Buyer shall terminate the Sublease Agreement within 2 business days of such request and, in such event, Buyer shall be responsible for all costs and expenses under the Sublease Agreement from the Closing Date until 90 days after the Closing Date, and Seller shall be responsible for all costs and expenses under the Sublease Agreement for the Post 90 Day Period; provided further, however, that all of the foregoing provisions above shall not apply where, on or prior to the Closing Date, the Seller has delivered Closing) (A) Sellers shall continue to the Buyer a fully executed Sublease Termination Notice. For the avoidance of doubt, it is understood and agreed that Seller will be responsible for any extraordinary costs and expenses of the Company with respect to the Sublease Agreement and the termination thereof (for example, breakage fees or penalties) and all other costs and expenses under the Sublease Agreement during the Post 90 Day Period, if anyuse their commercially reasonable efforts, and Buyer shall be responsible for cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the Landlords’ Consent and (iB) any costs or expenses of once the Company which are for the Company’s account in its capacity as Landlords’ Consent has been obtained, Sellers shall cause TSX Venture Exchange Inc. and Purchaser shall cause NGX to enter into a sub-tenant under the Sublease Agreement (whether with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or not Buyer causes the Company to occupy the facility during the period following the Closing and through and until the beginning of the Post 90 Day Period), and which are apparent on the face of the Sublease Agreement (for example, those obligations relating to rent, utilities, taxes, maintenance and insurancedelayed) and (ii) any costsSellers shall provide the space that would have been subleased pursuant to the terms of such a sublease agreement as an Additional Service (as defined in the Transition Services Agreement) to Purchaser under the Transition Services Agreement, obligations or liabilities which are caused by and Purchaser shall pay the Buyer’s or the Company’s breach of per square foot per annum price for such space pursuant to the Sublease Agreement, negligence or willful misconduct after until the Closing. Further, Buyer covenants earlier date of (A) the date on which the Landlords’ Consent has been obtained and agrees that neither it nor the Company will amend or agree to amend the such a Sublease Agreement without the Seller’s consent.has become effective and (B) October 30, 2020. 50

Sublease Agreement. If With respect to that certain Oil & Gas Sublease Agreement, dated July 27, 2009, between NiSource Energy Ventures, LLC, Columbia Gas Transmission, LLC and CONSOL (as amended, the “Sublease Agreement”), (a) the Sublease Agreement is not terminated shall be deemed to be an Applicable Contract and Noble shall acquire an interest therein at Closing in accordance with the Acquisition Agreement, (b) for purposes of Sections 5.1, 5.2 and 5.3 of the Acquisition Agreement, CONSOL shall be treated as if, as of the Closing Date, it had earned and had record title to an interest in the Leases subject to the Sublease Agreement, which Leases are set forth on Annex IX (the “NiSource/Columbia Leases”), as contemplated by the Landlord within 45 days after Closing, Buyer may cause Xxxxxxx to terminate the Sublease Agreement (c) solely for purposes of determining which Leases are actually assigned to Noble by CONSOL at Closing, the NiSource/Columbia Leases shall be deemed to be removed from Exhibit A to the Acquisition Agreement and from Exhibit A to the New Assignment (defined below), and (d) the term Permitted Encumbrances shall be deemed to include the terms and conditions of the Sublease Agreement so long as the net cumulative effect of the Sublease Agreement (which net cumulative effect will be determined assuming the conditions applicable to earning the NiSource/Columbia Leases under the Sublease Agreement have been satisfied and that CONSOL had actually received an assignment of the NiSource/Columbia Leases as of the Closing Date) does not (i) operate to reduce the Net Revenue Interest of CONSOL with respect to any NiSource/Columbia Lease to an amount less than the Net Revenue Interest set forth in Exhibit A to the Acquisition Agreement for such NiSource/Columbia Lease, and (ii) reduce the Net Acres in any Area to less than the Minimum Net Acres for such Area. The Parties further acknowledge that the Sublease Agreement requires the Parties to conduct certain drilling operations in order to earn the NiSource/Columbia Leases and that any future assignment of any NiSource/Columbia Lease to either CONSOL or Noble in accordance with the terms of the Sublease Agreement, whereupon Seller Agreement shall not be responsible for and will pay all costs, and other expenses under subject to the lease for the period from and after the date 90 days after Closing until the termination terms of Article V of the Term (the “Post 90 Day Period”); provided, however, that (i) in no event shall Seller be liable for any losses, costs or expenses incurred prior to or after the Post 90 Day Period which arise out of Buyer or its Affiliates’ breach of the Sublease Agreement or out of Buyer or its Affiliates negligence or willful misconduct with respect to such Sublease Development Agreement, and (ii) if at any time after the Closing, Seller requests that Buyer terminate or cause Xxxxxxx to terminate the Sublease Agreement, Buyer shall terminate the Sublease Agreement within 2 business days of such request and, in such event, Buyer shall be responsible for all costs and expenses under the Sublease Agreement from the Closing Date until 90 days after the Closing Date, and Seller shall be responsible for all costs and expenses under the Sublease Agreement for the Post 90 Day Period; provided further, however, that all of the foregoing provisions above shall not apply where, on or prior to the Closing Date, the Seller has delivered to the Buyer a fully executed Sublease Termination Notice. For the avoidance of doubt, it is understood and agreed that Seller will be responsible for any extraordinary costs and expenses of the Company with respect to the Sublease Agreement and the termination thereof (for example, breakage fees or penalties) and all other costs and expenses under the Sublease Agreement during the Post 90 Day Period, if any, and Buyer shall be responsible for (i) any costs or expenses of the Company which are for the Company’s account in its capacity as a sub-tenant under the Sublease Agreement (whether or not Buyer causes the Company to occupy the facility during the period following the Closing and through and until the beginning of the Post 90 Day Period), and which are apparent on the face of the Sublease Agreement (for example, those obligations relating to rent, utilities, taxes, maintenance and insurance) and (ii) any costs, obligations or liabilities which are caused by the Buyer’s or the Company’s breach of the Sublease Agreement, negligence or willful misconduct after the Closing. Further, Buyer covenants and agrees that neither it nor the Company will amend or agree to amend the Sublease Agreement without the Seller’s consent.

Sublease Agreement. (MSN 30808) If the Sublease Agreement any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Sublessee pursuant to this SECTION 3(k) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not terminated by otherwise taken into account in computing such payment or indemnity, Sublessor shall pay to Sublessee an amount equal to the Landlord within 45 days after Closing, Buyer may cause Xxxxxxx to terminate the Sublease Agreement in accordance with the terms lesser of the Sublease Agreement, whereupon Seller shall be responsible for and will pay all costs, and other expenses under the lease for the period from and after the date 90 days after Closing until the termination of the Term (the “Post 90 Day Period”); provided, however, that (i) the amount of such tax savings (reduced by any payments previously made by Sublessor to Sublessee pursuant to this SECTION 3(k)), plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized and (ii) the amount of all payments pursuant to this SECTION 3(k) by Sublessee to Sublessor (and the excess, if any, of the amount described in CLAUSE (i) over the amount described in CLAUSE (ii) shall be carried forward and applied to reduce PRO TANTO any subsequent obligations of Sublessee to make payments to such Indemitee pursuant to this SECTION 3(k). Any Taxes that are imposed on any Indemitee as a result of the disallowance or reduction of any tax refund, credit or benefit referred to in this SECTION 3(k) or any Tax refund, credit or benefit that is subsequently disallowed shall be treated as a Tax for which Sublessee is obligated to indemnify pursuant to this SECTION 3(k) without regard to the exclusions or contest provisions contained in this SECTION 3. Any amount which is payable to Sublessee by any Person pursuant to this SECTION 3(k) shall not be paid to Sublessee if a Sublease Event of Default has occurred and is continuing or if any payment is due and owing by Sublessee to such Person under this Sublease or any other Operative Document. At such time as there shall not be continuing any such Sublease Event of Default or there shall not be due and owing any such payment, such amount (to the extent not theretofore otherwise applied) shall be paid to Sublessee. Nothing in this SECTION 3(k) shall be construed as a guaranty by Sublessee of the residual value of the Aircraft. If a claim is made against a Sublessor involving one or more Expenses and such Indemnitee has notice thereof, Sublessor shall promptly after receiving such notice give notice of such claim to Sublessee; PROVIDED that the failure to give such notice shall not affect the obligations of Sublessee hereunder except to the extent Sublessee is prejudiced by such failure to give notice in a timely manner or the Sublessee's indemnification obligations are increased as a result of such failure, in which case, Sublessee's obligations shall be released to the extent of such increase. If no Sublease Event of Default shall have occurred and be continuing and Sublessee shall have acknowledged that the Expense which is the subject of the claim is covered by SECTION 3(k), Sublessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use reasonable best efforts to obtain such Sublease Agreement (MSN 30808) severance) and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed to participate therein. Notwithstanding any of the foregoing to the contrary, Sublessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, foreclosure, forfeiture or loss of the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Sublessee shall Seller be liable have posted adequate bond or other security in respect to such risk or if such proceedings could result in any criminal liability for any lossesIndemnitee. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Sublessee pursuant to the preceding provisions. The affected Indemnitee shall supply Sublessee with such information reasonably requested by Sublessee as is necessary or advisable for Sublessee to control or participate in any proceeding to the extent permitted by this SECTION 3(j). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Sublessee, costs or expenses incurred prior unless such Indemnitee waives its right to or after the Post 90 Day Period which arise out of Buyer or its Affiliates’ breach of the Sublease Agreement or out of Buyer or its Affiliates negligence or willful misconduct be indemnified with respect to such Sublease AgreementExpense under this SECTION 3(j). Sublessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this SECTION 3(j). Upon payment of any Expense pursuant to this SECTION 3(j), and (ii) if at Sublessee, without any time after the Closingfurther action, Seller requests that Buyer terminate or cause Xxxxxxx to terminate the Sublease Agreement, Buyer shall terminate the Sublease Agreement within 2 business days of such request and, in such event, Buyer shall be responsible for all costs subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and expenses under the Sublease Agreement from the Closing Date until 90 days after the Closing Dateto cooperate with Sublessee at Sublessee's expense, and Seller shall be responsible for all costs and expenses under the Sublease Agreement for the Post 90 Day Period; provided further, however, that all of the foregoing provisions above shall not apply where, on or prior to the Closing Date, the Seller has delivered permit Sublessee to the Buyer a fully executed Sublease Termination Notice. For the avoidance of doubt, it is understood and agreed that Seller will be responsible for any extraordinary costs and expenses of the Company with respect to the Sublease Agreement and the termination thereof (for example, breakage fees or penalties) and all other costs and expenses under the Sublease Agreement during the Post 90 Day Periodpursue such claims, if any, and Buyer shall be responsible for (i) any costs or expenses of to the Company which are for the Company’s account in its capacity as a sub-tenant under the Sublease Agreement (whether or not Buyer causes the Company to occupy the facility during the period following the Closing and through and until the beginning of the Post 90 Day Period), and which are apparent on the face of the Sublease Agreement (for example, those obligations relating to rent, utilities, taxes, maintenance and insurance) and (ii) any costs, obligations or liabilities which are caused extent requested by the Buyer’s or the Company’s breach of the Sublease Agreement, negligence or willful misconduct after the Closing. Further, Buyer covenants and agrees that neither it nor the Company will amend or agree to amend the Sublease Agreement without the Seller’s consentSublessee.