Reso 2013-2139 - Laserfiche WebLink

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Prime Lease is hereby incorporated in and made part of this Sublease with the same force and effect as though set forth at length in this Sublease, except that(a) the terms "Landlord", "Tenant", "Lease" and "Premises" as used in the Prime Lease are replaced by, respectively, the terms "Sublessor", "Subtenant", "Sublease" and "Sublease Premises", (b) the amounts of Base Rent set forth in the Prime Lease are not incorporated in and do not apply to this Sublease, and (c) such Prime Lease terms as by their nature do not relate to the Sublease Premises or are inapplicable or inappropriate to the subleasing of the Sublease Premises under this Sublease or are inconsistent with any of the provisions of this Sublease are also not incorporated in and do not apply to this Sublease. Notwithstanding anything contained in this Sublease, this Sublease shall in all events be subject and subordinate to all of the terms and conditions of the Prime Lease. Whenever, under a provision of the Prime Lease incorporated in this Sublease, Sublessor as Tenant is required to take some action by a date certain or within a certain time period, Subtenant shall take such action not less than five days prior to the deadline which would be applicable to Sublessor's performance of such action. 7.2 Approvals and Consents. Whenever a provision of the Prime Lease incorporated in this Sublease requires or refers to Landlord's consent or approval, such provision as incorporated in this Sublease shall be deemed to require or refer to both Landlord's and Sublessor's consent or approval. In such a case, Subtenant shall submit its request for consent or approval to Sublessor. Sublessor shall forward the request to Landlord for its consent or approval unless Sublessor has then decided to deny its consent or approval to Subtenant's request. Sublessor's consent may be withheld in Sublessor's sole and absolute discretion as to any consent or approval refused by Landlord. Where Landlord's consent may not be not unreasonably withheld under certain provisions of the Prime Lease, Sublessor's consent under corresponding provisions of the Sublease will not be unreasonably withheld, except in the event that Landlord denies its consent thereto. 7.3 Protection of Prime Lease. Subtenant shall not do or cause to be done or suffer or permit to be done any act or thing which would or might constitute a default under the Prime Lease or cause the Prime Lease or the rights of Sublessor as tenant under the Prime Lease to be terminated, which would or might cause Sublessor to become liable for any damages, costs,claims, or penalties, which would or might increase the basic monthly rent or other obligations of Sublessor as tenant under the Prime Lease, or which would or might adversely affect or reduce any of Sublessor's rights or benefits under the Prime Lease. Subtenant represents to Sublessor that Subtenant has read and is familiar with the terms of the Prime Lease. 7.4 Limitation on Sublessor's Obligation. Notwithstanding anything contained in this Sublease (including any provisions of the Prime Lease which are incorporated by reference into this Sublease), Subtenant acknowledges and agrees that Sublessor shall have no obligation, liability, or responsibility whatsoever to Subtenant to (i) provide or perform any work, supply or cause to be supplied, any service, utility, repair, alteration, maintenance, or restoration in or relating to the Sublease Premises or the Project, (ii) comply with any laws or requirements of public authorities which relate to the Sublease Premises or the Project, (iii) repair or restore the Sublease Premises or the Project in the event of condemnation or damage or destruction by fire or other casualty, or (iv) as to any warranty or representation of Landlord under the Prime Lease. 6