LANDLORD CONSENT TO SUBLEASE AGREEMENT

This LANDLORD CONSENT TO SUBLEASE AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE NAME OF THE LANDLORD], having registered office at [INSERT ADDRESS OF THE LANDLORD] (hereinafter referred as the “Landlord”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT THE NAME OF THE TENANT], having registered office at [INSERT ADDRESS OF THE TENANT] (hereinafter referred as the “Tenant”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT THE NAME OF THE SUBTENANT], having registered office at [INSERT THE ADDRESS OF THE SUBTENANT] (hereinafter referred as the “Sub-tenant”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Landlord”, “Tenant” and “Subtenant” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Landlord is the owner of a certain real estate located at [INSERT THE ADDRESS OF THE PROPERTY] (the “Property”).
2. The Landlord as lessor, and the Tenant, as lessee, entered into a lease agreement dated [INSERT THE DATE ON WHICH PARTIES ENTERED INTO AGREEMENT] covering the Property, a copy of which is attached to this agreement as Exhibit A (the “Lease”)
3. The tenant wishes to sublease of its right and obligations as lessee under the Lease to the Subtenant and the Sub-tenant wishes to accept the sublease of the Lease and assume these obligations on the terms set forth in this consent.
4. The Parties acknowledge and agree that the terms and conditions contained in this Agreement shall govern the rights and obligations of the Parties during the term of the lease.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL LAND, THE PARTIES HERETO AGREE AS FOLLOWS:

1. CONSENT TO SUBLEASE
   1. The Landlord hereby consents the Tenant’s sublease of the Lease to the Sub-tenant on the terms of the sublease of the Lease, a copy of which is attached as Exhibit B (the “Sublease”). The Landlord’s consent to the Sublease does not constitute consent to any subsequent subleases or assignments of the Property. The Tenant shall provide the Landlord with a fully executed copy of the Sublease promptly after it is signed. Tenant and Subtenant agree that the Sublease shall not be modified without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
   2. Subtenant shall not further sublease the Sublet Premises, assign its interest as the Subtenant under the Sublease or otherwise transfer its interest in the Sublet Premises or the Sublease to any person or entity.
2. CONTINUING LIABILITY OF TENANT
   1. The Tenant acknowledges that:
      1. It remains primarily liable for, and is not released from, the performance of all terms of the Lease, notwithstanding the Landlord’s consent to the Sublease or any breach committed by the Subtenant under the Sublease, and
      2. The Landlord may pursue any remedies available if the Tenant breaches the Lease, without regard to the performance by the Subtenant of the terms of the Sublease.
      3. Tenant shall be responsible for the collection of all rent due it from Subtenant, and for the performance of all the other terms and conditions of the Sublease.
3. CONTINUING EFFECTIVENESS OF LEASE
   1. All other terms of the Lease remain in full force and effect, including the prohibition against further assignments and subleases without the Landlord’s express written consent.
4. MONTHLY BASIC RENT
   1. The rent due from the Subtenant under the Sublease is not greater than the rent due from the Tenant under the lease.
5. SUBLEASE SUBORDINATE TO THE LEASE
   1. The Sublease is subject and subordinate to the Lease. Neither the Tenant nor the Subtenant may do or permit anything to be done in connection with the Sublease or the Subtenant’s occupancy of the Property that would violate the Lease.
6. REPRESENTATION
   1. Landlord hereby represents and warrants, as of the date hereof, that:
      1. Landlord has full power and authority to enter into this Agreement;
      2. the Lease is in full force and effect;
      3. to the best of Landlord’s knowledge, Tenant is not in default thereunder; and
      4. Landlord has received no notice that it is in default under the Lease nor has Landlord any knowledge of the existence of any condition or the occurrence of any event which, if not timely acted upon, would result in Landlord’s default under the Lease.
7. NON-DISTURBANCE OF SUBTENANT
   1. In the event that the Lease is terminated by Landlord because of a default by Tenant under the Lease (other than such a default which is caused by a default by Subtenant under the Sublease), Landlord shall notify Subtenant in writing (“Landlord’s Notice”) within [INSERT THE NUMBER OF DAYS WITHIN WHICH LANDLORD SHALL NOTIFY SUBTENANT AFTER TERMINATION OF AGREEMENT] business days after such termination. Subtenant shall then have the option, exercisable solely by giving Landlord notice of exercise of such option no later than [INSERT THE NUMBER OF DAYS WITHIN WHICH SUB TENANT SHALL EXERCISE THE OPTION OF DIRECT LEASE AFTER LANDLORD’S NOTICE OF TERMINATION] business days after receiving Landlord’s Notice, to enter into a Direct Lease (defined below) with Landlord; provided, that Subtenant shall have no such option if it is then in default under the Sublease. If Subtenant fails to give such notice of exercise to Landlord in a timely fashion, Subtenant shall have no right to enter into a Direct Lease with Landlord and the Sublease shall immediately terminate. If Subtenant timely exercises such option, Landlord and Subtenant shall within [INSERT THE NUMBER Of DAYS WITHIN WHICH LANDLORD AND SUBTENANT SHALL ENTER INTO DIRECT LEASE AFTER SUB TENANT EXERCISES THAT OPTION] business days after the date of such exercise enter into a direct lease of the Premises between Landlord, as landlord, and Subtenant, as tenant (the “Direct Lease”). The Direct Lease shall be based on the Rent (as defined in the Lease) and all other economic terms of the Lease and the non-economic terms of the redacted Master Lease as attached to Exhibit A of the Sublease, and otherwise in a form reasonably determined by Landlord. The effective date of the Direct Lease, for rent commencement and other purposes, shall be contemporaneous with the termination of the Lease.
8. WAIVER
   1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Landlord, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
9. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
10. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
11. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT THE NAME OF STATE/COUNTRY, THE LAWS OF WHICH WILL GOVERN THE AGREEMENT]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
12. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. LANDLORD: [INSERT THE EMAIL ID OR/AND ADDRESS OF LANDLORD]
       2. TENANT: [INSERT THE EMAIL ID OR/AND ADDRESS OF TENANT]
       3. SUBTENANT: [INSERT THE EMAIL ID OR/AND ADDRESS OF SUBTENANT]
13. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
14. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Landlord:

Name: [INSERT THE NAME OF THE LANDLORD]

Signature:

Date: [INSERT THE DATE ON WHICH LANDLORD SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of the Tenant:

Name: [INSERT THE NAME OF THE TENANT]

Signature:

Date: [INSERT THE DATE ON WHICH TENANT SIGNS THE AGREEMET]

Signed, sealed and delivered on behalf of the Subtenant:

Name: [INSERT THE NAME OF THE SUBTENANT]

Signature:

Date: [INSERT THE DATE ON WHICH SUBTENANT SIGNS THE AGREEMET]

EXHIBIT A

[INSERT LEASE AGREEMENT]

EXHIBIT B

[INSERT SUBLEASE]