Reso 2013-2139 - Laserfiche WebLink

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all rights, interests, and title of any lender, mortgagee, fee title holder, or ground lessor secured thereby. The foregoing provisions shall be self-operative and no further instrument of subordination shall be required to give effect to the same. Within five days' after written request therefor from Sublessor, Subtenant shall execute and deliver to Sublessor or to such other party as Sublessor may direct, a subordination agreement confirming such subordination and containing such other provisions as are generally consistent with the requirements of institutional lenders or as otherwise required by Sublessor or Landlord. 28. Brokers. Landlord, Sublessor and Subtenant each represents that it has not dealt with any brokers in connection with this Sublease. Each party agrees with the other to indemnify and hold the other harmless from and against any and all loss, liability, damage, cost, and expense (including court costs and reasonable attorneys' fees) which the other may incur or sustain in connection with any claim or action arising out of any fact or occurrence that would constitute a breach by such indemnifying party of any representation, warranty or agreement contained in this Section 28. 29. Subtenant's Representations. Subtenant represents and warrants as follows: (i) Subtenant is duly organized, validly existing, and in good standing under the laws of the State in which it was formed and is duly qualified to transact business in the State in which the Sublease Premises are located; (ii) Subtenant has full power to execute, deliver, and perform its obligations under this Sublease; (iii) The execution and delivery of this Sublease, and the performance by Subtenant of its obligations under this Sublease, have been duly authorized by all necessary action of Subtenant, and do not contravene or conflict with any provisions of Subtenant's Articles of Incorporation or Bylaws, or any other agreement binding on Subtenant; (iv) the individual executing this Sublease on behalf of Subtenant has full authority to do so; (v) Subtenant's financial statements and the information describing Subtenants' business and background previously furnished to Sublessor were at the time given true and correct in all material respects and there have been no adverse material changes to the information subsequent to the date given. On or prior to the Commencement Date, Subtenant shall deliver to Sublessor and Landlord evidence that Subtenant is duly qualified to transact business in the State in which the Sublease Premises are located. 30. Impossibility of Performance. For purposes of this Sublease, the term "Unavoidable Delay" shall mean any delays due to strikes, lockouts, civil commotion, warlike operations, invasion, rebellion, hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any material, utility, or service because of governmental restrictions, hurricanes, floods, or other natural disasters, acts of God, or any other cause beyond the direct control of the party delayed (not including the insolvency or financial condition of that party or the increased cost of obtaining labor and materials). Notwithstanding anything in this Sublease to the contrary, if Subtenant or Sublessor shall be delayed in the performance of any act required under this Sublease by reason of any Unavoidable Delay, then provided notice of the Unavoidable Delay is given to the other party within ten (10) days after its occurrence, performance of the act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable period, in no event to exceed a period equivalent to the period of the delay; provided that, if the Prime Lease does not excuse Sublessor from the performance of any 17