{"id":41829,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/5400-betsy-ross-drive-santa-clara-ca-agreement-of-sublease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"5400-betsy-ross-drive-santa-clara-ca-agreement-of-sublease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/5400-betsy-ross-drive-santa-clara-ca-agreement-of-sublease.html","title":{"rendered":"5400 Betsy Ross Drive (Santa Clara, CA) Agreement Of Sublease &#8211; AMP Inc. and Sonic Systems Inc."},"content":{"rendered":"<pre>\n                             AGREEMENT OF SUBLEASE\n                             ---------------------\n\n     THIS AGREEMENT OF SUBLEASE is made as of the 26 day of October, 1998, by\n                                                  --                         \nand between AMP Incorporated, a Pennsylvania corporation ('Sublandlord'), having\nan office at 470 Friendship Road, Harrisburg, PA, and Sonic Systems, Inc., a\nCalifornia corporation ('Subtenant'), having an office at 575 North Pastoria\nAve., Sunnyvale, CA 94086.\n\n                                    WITNESS\n                                    -------\n\n     WHEREAS, by Agreement of Lease dated March 5, 1997, as amended (the\n'Lease') by and between Marie A. Batton, Trustee of the W.F. Batton Trust UTA\ndated January 12, 1988, as amended ('Landlord') and Sublandlord, Landlord leased\nto Sublandlord certain real property commonly referred to as 5400 Betsy Ross\nDrive, Santa Clara, California, consisting of approximately 3.5 acres of land\ntogether with the building (the 'Building') and other improvements constructed\nthereon, as more particularly described in the Lease (the 'Premises'). A copy of\nthe Lease is attached hereto as Exhibit A and made a part hereof; and\n\n     WHEREAS, Sublandlord desires to sublease to Subtenant and Subtenant desires\nto sublease from Sublandlord a portion of the Premises on the terms and\nconditions hereinafter set forth.\n\n     NOW, THEREFORE, in consideration of the mutual covenants herein contained\nand for other good and valuable consideration, the parties agree as follows:\n\n     1.   Subleasing of Subpremises.  Subject to the written consent of the \n          -------------------------         \nLandlord, Sublandlord hereby subleases to Subtenant and Subtenant hereby\nsubleases from Sublandlord that portion of the Building containing approximately\n7,914 usable square feet, as more particularly shown as the crosshatched area on\nthe floor plan attached hereto as Exhibit B and made a part hereof (the\n'Subpremises'), upon and subject to all of the terms and conditions hereinafter\nset forth. Subtenant shall have the right, in common with others, to use: (i)\nthe parking lot serving the Building for the parking of Subtenant's employees'\ncars on a first come, first serve basis, and (ii) Common Areas 1, 4, 6, 7, 8 and\n9 as marked on Exhibit B. After obtaining the prior written consent of\nSublandlord and Landlord which shall not be unreasonably withheld, Subtenant\nmay, at its sole cost and expense, place a sign on the existing (or any\nreplacement) monument sign at the Premises. At the end of this Sublease,\nSubtenant shall remove any such sign and restore the monument sign to its\noriginal condition.\n\n     2.   Term.\n          ---- \n\n     (a)  The term (the 'Term') of this Sublease shall commence on November 1,\n1998 (the 'Commencement Date') and shall continue for a period of thirty-four\n(34) months, unless sooner terminated as hereinafter provided.\n\n     (b)  The parties acknowledge that Sublandlord, Subtenant and TekEdge\nCorporation ('TekEdge') have entered an agreement (the 'Agreement') whereby,\nupon ninety (90) days' written notice to Sublandlord and Subtenant, TekEdge may\nclaim the right to occupy the Subpremises as of September 1, 2000. The Agreement\nis attached hereto as Exhibit C. Provided TekEdge exercises such right and all\nthe conditions set forth in the Agreement are satisfied, this Sublease shall\nterminate effective August 31, 2000.\n\n                                       1\n\n \n     3.   Base Rent.\n          --------- \n\n          During the Term, Subtenant shall pay to Sublandlord, in lawful money\nof the United States which at the time shall be legal tender in payment of all\ndebts and dues, public and private, an annual fixed rent (the 'Base Rent')\ncalculated by multiplying the usable square footage of the Subtenant (7,914 SF)\nplus Subtenant's proportionate share of Common Areas 1, 4, 6, 7, 8 and 9 (832\nSF) - a total rental area of 8,746 square feet (the 'Rental Square Footage') -by\nthe following amounts per square foot per month, payable in equal monthly\ninstallments:\n\n\n\n                                                  Monthly Base Rent Rate \n                                                  Per Rental Square Foot for\n          Time Period                             Subpremises\n                                                \n          11\/1\/98-8\/31\/99                         $2.20\n \n          9\/1\/99-8\/31\/2000                        $2.29\n \n          9\/1\/2000-8\/31\/2001                      $2.38\n\n\nAll monthly installments shall be paid in advance on the first (1st) day of each\nmonth during the Term at the office of the Sublandlord, or such other place as\nSublandlord may designate, without any setoff or deduction of any kind\nwhatsoever. The first payment of Base Rent shall be due on the execution date of\nthis Sublease.\n\n     3A.  Rent Adjustment.\n\n     (a)  The following terms shall have the following meanings with respect to\nthe provisions of this Section 3A:\n\n          (i)  'Subtenant's Pro Rata Share' shall mean that proportion of the\nOperating Expenses for any calendar year that equals the Rental Square Footage\ndivided by the total number of rentable square feet in the Building. The parties\nagree that for the Term, Subtenant's Pro Rata Share shall be 14.25%.\n\n          (ii) 'Operating Expenses' shall:\n\n               (A)  Mean all operating expenses actually incurred of any kind or\nnature with respect to the Building as determined in accordance with generally\naccepted accounting principles and shall include, but not be limited to, all\ngeneral and special real estate or ad valorem taxes or special assessments\nlevied against the Building by any governmental or quasi-governmental authority\nor any taxes or assessments which shall be levied on the Building in lieu of or\nin addition to all or any portion of any such real estate taxes or assessments,\nor which shall be levied on the rentals of the Building (other than net income\ntaxes), or which shall be levied on Sublandlord as a result of the use,\nownership or operation of the Building; the cost of Building supplies; costs\nincurred in connection with all energy sources for the common areas of the\nBuilding such as propane, butane, natural gas, steam, electricity, solar energy\nand fuel oil; the costs of water and sewer services; janitorial services;\ngeneral maintenance and normal repair of the Building, including the heating and\nair conditioning systems of the Building; landscaping maintenance; maintenance,\nrepair, striping and replacement of all parking areas furnished by\n\n                                       2\n\n \nSublandlord for use by tenants of the Building; the cost of rubbish removal,\nservice contracts for the elevator, HVAC and alarm systems of the Building; the\ncost of such security guard and protection services as may be deemed reasonably\nnecessary by Sublandlord; insurance in amounts and coverages determined by\nSublandlord, including fire and extended coverage, rental interruption,\nsprinkler leakage, plate glass and public liability insurance (but Subtenant\nshall have no interest in such insurance or the proceeds thereof); labor costs\nincurred in the operation and maintenance of the Building, including wages and\nother payments, costs to Sublandlord of Workers' Compensation and disability\ninsurance, payroll taxes and fringe benefits; professional building management\nfees; legal, accounting, inspection and consultation fees incurred in connection\nwith the Building to the extent required by any governmental authority or any\nother inspection or consultation fees required for the normal prudent operation\nof the Building and not normally the responsibility of the managing agent; the\ncost of any capital improvements to the Building or of any machinery or\nequipment installed in the Building which is made or becomes operational, as the\ncase may be, after the Commencement Date; all other common area costs and\nexpenses relating to the Building and all other charges properly allocable to\nthe repair, operation and maintenance of the Building in accordance with\ngenerally accepted accounting principles. If the Building is not fully occupied\nduring any calendar year, the Operating Expenses for such year shall be adjusted\nto reflect the greater of: (a) actual occupancy; or (b) a ninety-five percent\n(95%) occupancy of the Building. If Sublandlord selects an accrual accounting\nbasis for calculating Operating Expenses, Operating Expenses shall be deemed to\nhave been paid when such expenses have accrued in accordance with generally\naccepted accounting principles.\n\n               (B)  Expressly exclude Sublandlord's income taxes; leasing\ncommissions; interest on debt or amortization payments on any mortgages or deeds\nof trust and rental under any ground or underlying leases or lease; advertising\nand promotional expenditures; costs occasioned by the act, omission or violation\nof any law by Sublandlord, any other occupant of the Building or their\nrespective agents, employees, or contractors; costs occasioned by fire or other\ncasualties for which insurance proceeds are received by Sublandlord or by\nexercise of power of eminent domain; costs of any renovation or improvement of\nany portion of the Building not made available for Subtenant's use; costs\nincurred in connection with negotiations or disputes with any other occupant of\nthe Building; costs incurred in connection with the presence of any Hazardous\nMaterial (responsibility for such costs are addressed by other provisions of\nthis Sublease); costs relating to the replacement of the structural elements of\nthe Building or associated with utilities and services of a type not provided to\nSubtenant; any fee, profit or compensation retained by Sublandlord or its\naffiliates for management and administration of the Building in excess of the\nmanagement fee which would be charged by a professional management service or\noperation of comparable projects in the vicinity of the Building; and any other\nexpense which under generally accepted accounting principles would not be\nconsidered a normal maintenance or operating expense, except as otherwise\nspecifically provided herein.\n\n     (b)  It is hereby agreed that during each calendar year of the term hereof,\nSubtenant shall pay to Sublandlord Subtenant's Pro Rata Share of the amount of\nany Operating Expenses. Beginning with the first calendar year in which this\nSublease commences, the monthly rent to be paid by Subtenant to Sublandlord\nshall be increased by an amount equal to 1\/12th of Subtenant's Pro Rata Share of\nthe Operating Expenses for each calendar year, with an adjustment to be made\nbetween the parties at a later date as hereinafter provided. However, in\ncomputing the monthly rental for Subtenant's Pro Rata Share of the Operating\nExpenses for any calendar year, there shall be taken into account any prior\nincreases in the monthly rent attributable to Subtenant's Pro Rata Share of the\nestimated increases in such Operating Expenses. As soon as practicable following\nthe end of each calendar year during the term of this Sublease, Sublandlord\nshall submit to Subtenant a statement setting forth the exact amount of the\nincrease, if any, in Subtenant's Pro Rata Share of the Operating Expenses for\nthe calendar year just completed over Subtenant's Pro Rata Share of the Base\nOperating Expenses, and the difference, if any, between\n\n                                       3\n\n \nSubtenant's actual Pro Rata Share of the Operating Expenses for the calendar\nyear just completed and the estimated amount of Subtenant's Pro Rata Share of\nthe Operating Expenses (on which its rent was based) for such year. Prior to the\nend of each calendar year during the term hereof, Sublandlord shall submit to\nSubtenant a statement setting forth the amount reasonably estimated by\nSublandlord as the increase, if any, in the Base Operating Expenses for the\nsubsequent year and the amount of the increased monthly rent to be paid by\nSubtenant for such subsequent year computed in accordance with the foregoing\nprovisions. It is to be understood and agreed that all estimating provisions as\nreferenced above shall be computed on the basis of the Operating Expenses being\nadjusted as if the Building were not less than ninety-five percent (95%)\noccupied. To the extent that Subtenant's Pro Rata Share of the actual Operating\nExpenses for the period covered by such statement is different from the\nestimated increases upon which Subtenant paid rent during the calendar year just\ncompleted, Sublandlord shall pay to Subtenant, or Subtenant shall pay to\nSublandlord, as the case may be, the difference within thirty (30) days\nfollowing receipt of said statement from Sublandlord. In addition, with respect\nto the monthly rent, until Subtenant receives such statement, Subtenant's\nmonthly rent for the new calendar year shall continue to be paid at the then\ncurrent rate, but Subtenant shall commence payment to Sublandlord of the monthly\ninstallments of rent on the basis of the statement beginning on the first day of\nthe month following the month in which Subtenant receives such statement.\nMoreover, Subtenant shall pay to Sublandlord, or shall receive a credit against\nthe next installment due hereunder, as the case may be, on the date required for\nthe first payment of rent as adjusted, the difference, if any, between the\nmonthly installments of rent so adjusted and the monthly installments of rent\nactually paid during the new calendar year. In no event shall any adjustment\nhereunder result in a decrease in the Base Rent or additional rent payable\npursuant to any other provision of this Lease (except escalation pursuant to\nthis Section 3A), it being agreed that the payments under this Section 3A are an\nobligation supplemental to Subtenant's obligation to pay the Base Rent.\n\n     (c)  If Subtenant occupies the Subpremises for less than a full calendar\nyear during the first or last calendar years of the term hereof, Subtenant's Pro\nRata Share for such partial year shall be calculated by proportionately reducing\nthe Base Operating Expenses to reflect the number of months in such year during\nwhich Subtenant occupied the Premises (the 'Adjusted Base Operating Expenses').\nThe Adjusted Base Operating Expenses shall then be compared with the actual\nOperating Expenses for said partial year to determine the amount, if any, of any\nincreases in the actual Operating Expenses for such partial year over the\nAdjusted Base Operating Expenses. Subtenant shall pay its Pro Rata Share of any\nsuch increases within thirty (30) days following receipt of notice thereof.\n\n     (d)  Sublandlord's failure during the Lease term to prepare and deliver any\nstatement or bills, or Sublandlord's failure to make a demand under this Section\nor under any other provision of this Sublease shall not in any way be deemed to\nbe a waiver of, or cause Sublandlord to forfeit or surrender, its rights to\ncollect any items of additional rent which may have become due pursuant to this\nSection during the term of this Sublease, except as otherwise specifically set\nforth in this Sublease. Subtenant's liability for all additional rent due under\nthis Section 3A shall survive the expiration or earlier termination of this\nSublease.\n\n     (e)  At its sole cost and expense, Subtenant shall have the right, to be\nexercised within ninety (90) days following receipt of Sublandlord's statement,\nto have an independent auditor review Sublandlord's actual operating expenses\nduring regular business hours. Notice of such an audit shall be given in writing\nto Sublandlord at least ten (10) days prior to such audit. If the audit reveals\nthat the actual Operating Expenses due for any given year was less than the\namount paid by Subtenant, Sublandlord agrees to pay such excess to Subtenant.\n\n                                       4\n\n \n     4.   Additional Rent.\n          --------------- \n\n               (a)  All amounts payable by Subtenant to Sublandlord pursuant to\nthis Sublease, including, without limitation, Base Rent and any additional rent\nrequired by the terms hereof, shall be deemed to constitute rent and, in the\nevent of any non-payment thereof, Sublandlord shall have all of the rights and\nremedies provided herein, in the Lease, at law or in equity for non-payment of\nrent.\n\n               (b)  Subtenant's obligation to pay additional rent hereunder\nshall be on account of the period from and after the Rent Commencement Date and\nshall survive the Expiration Date or sooner termination of the Term.\n\n               (c)  The items of additional rent as provided in this Agreement\nof Sublease shall be billed to Subtenant by Sublandlord (whether or not such\nitems have been incurred by the time of billing) within thirty (30) days of\nincursion by Sublandlord. Subtenant shall have thirty (30) days after receipt of\nsuch statement to reimburse Sublandlord for these costs.\n\n     5.   Subordination to and Incorporation of Terms of Lease.\n          ---------------------------------------------------- \n\n          (a)  This Sublease is in all respects subject and subordinate to the\nterms and conditions of the Lease and to the matters to which the Lease is or\nshall be subordinate. Except as otherwise expressly provided in this Sublease,\nall terms and conditions of the Lease are incorporated in this Sublease by\nreference and made a part hereof as if herein set forth at length, and shall, as\nbetween Sublandlord and Subtenant (as if they were the Landlord and Tenant,\nrespectively, under the Lease and as if the Subpremises being sublet hereby were\nthe Lease Premises demised under the Lease), constitute the terms of this\nSublease, except to the extent that they do not relate to the Subpremises or are\ninapplicable to, inconsistent with, or modified or eliminated by, the terms of\nthis Sublease. Sublandlord and Subtenant acknowledge and agree that Subtenant\nhas reviewed and is familiar with the Lease and Sublandlord hereby represents\nthat the copy delivered to Subtenant for such purpose and attached hereto as\nExhibit A is a true, correct and complete copy of such Lease and that the Lease\nrepresents the entire agreement between Sublandlord and Landlord with respect to\nthe lease of the Premises. Sublandlord also represents that (i) there is no\ndefault, or any condition which with the passage of time or the giving of\nnotice, or both, would constitute a default, on the part of either party to the\nLease, (ii) Sublandlord has not assigned, encumbered or otherwise transferred\nany interest of Tenant under the Lease, and (iii) the Commencement Date of the\nLease was September 1, 1997 and the scheduled expiration date of the Lease is\nAugust 31, 2007.\n\n          (b)  In the event of a default by Sublandlord, as Tenant under the\nLease, resulting in the termination, reentry or dispossession thereunder,\nLandlord may, at its option, and Sublandlord shall use reasonable efforts to\ncause Landlord to, take over all of the right, title and interest of Sublandlord\nunder this Sublease and Subtenant hereunder shall, at the option of the\nLandlord, attorn to and recognize Landlord as Sublandlord hereunder except that\nLandlord shall not (i) be liable for any previous act or omission of Sublandlord\nunder this Sublease, (ii) be subject to any offset, not expressly provided for\nin this Sublease, which theretofore accrued to Subtenant against Sublandlord, or\n(iii) be bound by any previous modification of this Sublease or by any previous\nprepayment of more than one month's rent, and shall, promptly upon Landlord's\nrequest, execute and deliver all instruments necessary or appropriate to confirm\nsuch attornment and recognition. Subtenant hereby waives all rights under any\npresent or future law to elect, by reason of the termination of such Lease, to\nterminate this Sublease or surrender possession of the Subpremises.\n\n                                       5\n\n \n     6.   Care, Surrender and Restoration of the Subpremises.\n          -------------------------------------------------- \n\n          (a)  Without limiting any other provision of this Sublease or the\nLease, Subtenant shall take good care of the Subpremises, suffer no waste or\ninjury thereto and shall comply with all those laws, orders and regulations\napplicable to the Subpremises, the Building and Subtenant's use or manner of use\nthereof, which are imposed on Sublandlord, as Tenant under the Lease, in\nconnection with the Subpremises and the Building.\n\n          (b)  Sublandlord shall be responsible to maintain common areas,\nbuilding-wide systems and the roof membrane of the Building. In the event one of\nthe foregoing require repair, Sublandlord shall be responsible for such repair,\nprovided that Subtenant notifies Sublandlord as soon as practicable. Sublandlord\nagrees to such repair request respond within a reasonable time. Notwithstanding\nthe foregoing, Subtenant covenants and agrees that it will repair promptly at\nits own expense any damage to the Subpremises arising out of or from its\noccupancy of the Subpremises.\n\n          (c)  Upon the Expiration Date or sooner termination of the Term,\nSubtenant shall quit and surrender the Subpremises to Sublandlord, broom clean,\nin good order and condition, ordinary wear and tear and damage by fire and other\ncasualty excepted, and Subtenant shall remove all of its property. If the\nExpiration Date or sooner termination of the Term of this Sublease falls on a\nSunday, this Sublease shall expire at noon on the preceding Saturday unless it\nbe a legal holiday, in which case it shall expire at noon on the preceding\nbusiness day. Subtenant shall observe and perform the covenants herein stated\nand Subtenant's obligations hereunder shall survive the Expiration Date or\nsooner termination of the Term.\n\n     7.   Use.  Subtenant shall use and occupy the Subpremises for office, \n          ---     \nstorage and distribution purposes, other related legal uses, and for no other\npurpose. Subtenant shall have access to the Subpremises seven days a week, 24\nhours a day and shall comply with Sublandlord's security systems relating to the\nBuilding.\n\n     8.   Subtenant's Obligations.   Except as otherwise specifically provided \n          -----------------------                                              \nherein, all acts to be performed and all of the terms and conditions to be\nobserved by and inuring to the benefit of, Sublandlord, as Tenant under the\nLease of the Premises, shall be performed, and observed by, and shall inure to\nthe benefit of, Subtenant, and Subtenant's obligations shall run to Sublandlord\nas appropriate or required by the respective interests of Sublandlord and\nLandlord. Subtenant shall indemnify Sublandlord against, and hold Sublandlord\nharmless from, all liabilities, obligations, damages, penalties, claims, costs,\nexpenses and liabilities (including, but not limited to, reasonable attorneys'\nfees and disbursements) paid, suffered or incurred by Sublandlord as a result of\nthe nonperformance or non-observance by Subtenant, Subtenant's agents,\ncontractors, employees, invitees or licensees of any such terms and conditions\ncontained in the Lease. In furtherance of the foregoing, Subtenant shall not (i)\ndo or permit to be done anything prohibited to Sublandlord as Tenant under the\nLease, or (ii) take any action or do or permit anything which would result in\nany additional cost or other liability to Sublandlord under the Lease and\/or\nthis Sublease. In the event of any inconsistency between the Lease and this\nSublease, such inconsistency (i) if it relates to obligations of, or\nrestrictions on, Subtenant, shall be resolved in favor of that obligation which\nis more onerous to Subtenant or that restriction which is more restrictive of\nSubtenant, as the case may be, or (ii) if it relates to any other matter, the\nLease shall govern.\n\n     9.   Landlord's Obligations.  Anything contained in this Sublease or in \n          ----------------------        \nthe Lease to the contrary notwithstanding, Landlord shall have no responsibility\nto Subtenant for, and shall not be required to provide, any of the services or\nmake any of the repairs or restorations that Landlord has agreed to make or\nprovide, or cause to be made or provided, under the Lease, and Subtenant shall\nrely upon, and look solely to, Sublandlord for the provision or making thereof.\n\n                                       6\n\n \nExcept as may result from a default of Sublandlord from its obligations\nspecified in the preceding sentence, Subtenant shall not make any claim against\nSublandlord for any damage which may arise, nor shall Subtenant's obligations\nhereunder be impaired or abated by reason of (i) the failure of Landlord to\nkeep, observe or perform its obligations pursuant to the Lease, or (ii) the acts\nor omissions of Landlord and each of its agents, contractors, servants,\nemployees, invitees or licensees.\n\n     10.  Covenants with respect to the Lease.  Subtenant covenants and agrees \n          -----------------------------------      \nthat Subtenant shall not do anything that would constitute a default under the\nLease or omit to do anything that Subtenant is obligated to do under the terms\nof this Sublease as to cause there to be a default under the Lease.\n\n     11.  Broker.  Sublandlord and Subtenant represent and warrant to each \n          ------        \nother that they have not dealt with any broker in connection with this Sublease\nother than Cushman &amp; Wakefield of California, Inc. by Sublandlord and Wayne\nMascia Associates by Subtenant. Sublandlord shall be responsible for the\nbrokerage commissions of Cushman &amp; Wakefield of California, Inc., pursuant to\nthe terms of a brokerage agreement, and Cushman &amp; Wakefield shall be responsible\nfor any payment to Wayne Mascia Associates. Subtenant shall indemnify\nSublandlord against, and hold Sublandlord harmless from, any claim on, or\nliability to, any other broker or any other party with whom Subtenant shall have\ndealt in connection with this transaction and Sublease.\n\n     12.  [INTENTIONALLY OMITTED]\n\n     13.  Indemnification.\n          --------------- \n\n          13.1  Indemnification of Sublandlord and Subtenant.\n                -------------------------------------------- \n\n               (a)  Subtenant shall indemnify, defend with competent and\nexperienced counsel and hold harmless Sublandlord, its subsidiaries and\naffiliates and their respective officers, directors, shareholders and employees,\nfrom and against any and all damages, liabilities, actions, causes of action,\nsuits, claims, demands, losses, costs and expenses (including without limitation\nreasonable attorneys' fees and disbursements and court costs) to the extent\narising from or in connection with the negligence or willful misconduct of\nSubtenant, its agents, employees, representatives or contractors, except to the\nextent covered by insurance required to be carried by Sublandlord hereunder.\n\n               (b)  Sublandlord shall indemnify, defend with competent and\nexperienced counsel and hold harmless Subtenant from and against any and all\ndamages, liabilities, actions, causes of action, suits, claims, demands, losses,\ncosts and expenses (including without limitation reasonable attorneys' fees and\ndisbursements and court costs) to the extent arising from or in connection with\nthe negligence or willful misconduct of Sublandlord, its agents, employees,\nrepresentatives or contractors, except to the extent covered by insurance\nrequired to be carried by Subtenant hereunder.\n\n               (c)  The party seeking indemnification under this Section (the\n'Indemnified Party') shall provide prompt written notice of any third party\nclaim to the party from whom indemnification is sought (the 'Indemnifying\nParty'). The Indemnifying Party shall have the right to assume exclusive control\nof the defense of such claim or, at the option of the Indemnifying Party, to\nsettle the same. The Indemnified Party agrees to cooperate reasonably with the\nIndemnifying Party in connection with the performance of the Indemnifying\nParty's obligations under this Section.\n\n                                       7\n\n \n               (d)  Notwithstanding anything to the contrary contained in this\nSublease, neither party hereto shall be liable to the other for any indirect,\nspecial, consequential or incidental damages (including without limitation loss\nof profits, loss of use or loss of goodwill) regardless of (A) the negligence\n(either sole or concurrent) of either party or (B) whether either party has been\ninformed of the possibility of such damages. It is expressly understood and\nagreed that damages payable by either party to Landlord shall be deemed to\nconstitute direct damages of such party.\n\n          13.2  Indemnification by Subtenant of Sublandlord and Landlord.\n                --------------------------------------------------------  \nSubtenant agrees to defend, save harmless and indemnify Sublandlord, its\nsubsidiaries and affiliates and their respective officers, directors,\nshareholders and employees, and Landlord to the same extent as Sublandlord is\nrequired to do so under the provisions of the Lease; provided, however, that all\nreferences therein, to (i) 'Lessee' shall be replaced with 'Subtenant' and (ii)\n'Premises' shall be replaced with 'Subpremises'.\n\n          13.3  Survival.  The provisions of this Section shall survive the\n                --------                                                   \nexpiration or earlier termination of this Sublease.\n\n     14.  Quiet Enjoyment.  As long as Subtenant pays all of the Base Rent and\n          ---------------                                                     \nAdditional Rent due hereunder and otherwise performs and observes all of the\nobligations, terms and conditions contained herein and in the Lease as herein\nincorporated, Subtenant shall peaceably and quietly have, hold and enjoy the\nSubpremises, subject to Section 15 below.\n\n     15.  Termination of Lease.   If for any reason the term of the Lease is\n          --------------------                                              \nterminated prior to the Expiration Date of this Sublease, this Sublease shall\nthereupon terminate, and neither Sublandlord nor Landlord shall be liable to\nSubtenant by reason thereof. Notwithstanding the foregoing, if the termination\nof the Lease does not result in the termination of this Sublease by reason of\nSubtenant's attornment to, and recognition of, Landlord as landlord hereunder in\naccordance with the provisions of Section 5(b) hereof, Sublandlord shall not be\nliable to Subtenant hereunder for damages or otherwise, and Sublandlord's\nobligation to Subtenant shall be limited to returning to Subtenant a portion of\nany rent paid in advance by Subtenant, if any, prorated as of the date of such\ntermination.\n\n     16.  Modification of Lease.  For the purposes of this Sublease, in all\n          ---------------------                                            \nprovisions of the Lease requiring the approval, consent or notification of the\nLandlord, Subtenant shall be required to obtain the approval or consent of, or\ngive notice to both Landlord and Sublandlord.\n\n     17.  Consents.  Sublandlord's refusal to consent to or approve any matter \n          --------         \nor thing, whenever Sublandlord's consent or approval is required under this\nSublease or under the Lease, as incorporated herein, shall be deemed reasonable\nif Landlord has refused or failed to give its consent or approval to such matter\nor thing.\n\n     18.  Condition of the Subpremises; Subtenant's Changes.\n          ------------------------------------------------- \n\n          (a)  Subtenant represents it has made a thorough examination of the\nSubpremises and it is familiar with the condition thereof. Subtenant\nacknowledges that it enters into this Sublease without any representation or\nwarranties by Sublandlord except as set forth in this Lease, or anyone acting or\npurporting to act on behalf of Sublandlord, as to the present or future\nconditions of the Subpremises or the appurtenances thereto or any improvements\ntherein or of the Building. Sublandlord represents that upon commencement of\nthis Sublease, the roof, HVAC systems, electric and plumbing systems, the\nparking lot and the lighting systems will be in good working conditions.\n\n                                       8\n\n \n          (b)  Notwithstanding anything to the contrary contained in the Lease,\nSubtenant shall not make any changes to the Subpremises whatsoever, including,\nwithout limitation, structural or non-structural changes, without the prior\nwritten consent of Sublandlord and Landlord. All permitted alterations or\nadditions shall be constructed in accordance with the requirements of the Lease.\n\n     19.  Assignment and Subletting.  Subtenant, for itself, its successors and\n          -------------------------                                            \nassigns, expressly covenants that it shall not assign, whether by operation of\nlaw or otherwise, or pledge or otherwise encumber this Sublease, or sublet all\nor any part of the Subpremises. Any purported assignment, pledge, encumbrance or\nsublease by Subtenant shall be void and of no force or effect and shall\nconstitute a default by Subtenant hereunder. Subject to complying with the\nprovisions of the Lease, Sublandlord reserves the right to transfer and assign\nits interest in and to this Sublease to any entity or person who shall succeed\nto Sublandlord's interest in and to the Lease.\n\n     20.  Insurance.\n          --------- \n\n          (a)  Subtenant agrees to maintain in responsible companies qualified\nto do business, and in good standing, in California (i) public liability\ninsurance covering the Subpremises insuring Landlord and Sublandlord as well as\nSubtenant (to the extent of Subtenant's negligence) with limits which shall be\nequal to those required to be maintained by Sublandlord under the Lease, and\nnaming Sublandlord and Landlord as additional insureds, (ii) Worker's\nCompensation Insurance with statutory limits covering all of Subtenant's\nemployees working in the Subpremises, and (iii) Commercial All-Risk Property\nInsurance written on an all risk of loss form, and on a replacement cost basis,\ncovering Subtenant's personal property and leasehold improvements. Subtenant\nshall deposit promptly with Sublandlord certificates for such insurance, and all\nrenewals thereof, bearing the endorsement that the policies will not be canceled\nuntil after thirty (30) days written notice to both Sublandlord and Landlord.\nSubtenant shall pay all premiums and charges for such insurance, and if\nSubtenant shall fail to obtain such insurance, Sublandlord may, but shall not be\nobligated to, obtain the same, in which event the amount of the premium paid\nshall be paid by Subtenant to Sublandlord upon Sublandlord's demand therefor,\nshall be deemed Additional Rent and shall be collectible by Sublandlord in the\nsame manner and with the same remedies as though said sums were Additional Rent\nreserved hereunder.\n\n          (b)  Subtenant acknowledges that Sublandlord will not carry any\ninsurance in favor of Subtenant, and that neither Landlord nor Sublandlord will\ncarry insurance on Subtenant's furniture and\/or furnishings or any fixtures or\nequipment, improvements or appurtenances of Subtenant in or about the\nSubpremises.\n\n     21.  Waiver of Subrogation.\n          --------------------- \n\n          (a)  Anything in Section 20 of this Sublease to the contrary\nnotwithstanding, Sublandlord and Subtenant shall each endeavor to secure an\nappropriate clause in, or an endorsement upon, any fire or extended coverage\ninsurance policy obtained by it and covering the Subpremises or the personal\nproperty, fixtures and equipment located therein or thereon, pursuant to which\nthe respective insurance companies waive subrogation or permit the insured,\nprior to any loss, to agree with a third party to waive any claim it might have\nagainst such third party. The waiver of subrogation or permission for waiver of\nany claim herein before referred to shall extend to the agents of each party and\nits employees. If, and to the extent that such waiver or permission can be\nobtained only upon payment of an additional charge, then, except as provided\nherein, the party benefiting from the waiver or permission shall pay such charge\nupon demand, or shall be deemed to have agreed that the party obtaining the\ninsurance coverage in\n\n                                       9\n\n \nquestion shall be free of any further obligations under the provisions hereof\nrelating to such waiver or permission.\n\n          (b)  Subject to the provisions of this Section 21, and insofar as may\nbe permitted by the terms of the insurance policies carried by it, each party\nhereby releases the other with respect to any claim (including a claim for\nnegligence) which it might otherwise have against the other party for loss,\ndamage or destruction with respect to its property by fire or other casualty.\n\n     22.  End of Term.  If Subtenant shall remain in possession of the \n          -----------       \nSubpremises or any part thereof after the expiration or prior termination of the\nTerm hereof, the parties agree that no such holding over by Tenant shall operate\nto extend or renew this Sublease, and that any such holding over shall be\nconstrued as a tenancy-at-will as per Section 17 of the Lease when such holding\nover shall have commenced, and such tenancy shall otherwise be subject to all\nthe terms, conditions, covenants and agreements of this Sublease. Subtenant\nfurther agrees to pay to Sublandlord any additional amounts payable by\nSublandlord to Landlord under the Lease by reason of any such holding over by\nSubtenant\n\n     23.  Default.\n          ------- \n\n          (a)  In the event that Subtenant shall default in the payment of\nAnnual Fixed Rent, Additional Rent or any other charge payable hereunder, or\nshall default in the performance or observance of any of the terms, conditions\nand covenants of this Sublease, Sublandlord, in addition to and not in\nlimitation of any rights otherwise available to it, shall have the same rights\nand remedies with respect to such default as are provided to Landlord under the\nLease with respect to defaults by Sublandlord as Tenant thereunder, with the\nsame force and effect as though all such provisions relating to any such default\nor defaults were set forth herein in their entirety, and Subtenant shall have\nall of the obligations of the Tenant under the Lease with respect to such\ndefault or defaults.\n\n          (b)  In the event of a default by Subtenant in the performance of any\nof its non-monetary obligations hereunder, Sublandlord may, at its option, and\nwithout waiving any other remedies for such default herein or at law or by\nincorporation by reference of the Lease provided, at any time thereafter, give\nwritten notice to Subtenant that if such default is not cured, or the cure not\ncommenced, within twenty (20) days after receipt of such notice by Subtenant,\nand if so commenced is not thereafter pursued diligently to completion,\nSublandlord may cure such default for the account of Subtenant, and any amount\npaid or incurred by Sublandlord in so doing shall be deemed paid or incurred for\nthe account of Subtenant and Subtenant agrees promptly to reimburse Sublandlord\ntherefor and save Sublandlord harmless therefrom; provided, however, that\nSublandlord may cure any such default as aforesaid prior to the expiration of\nany waiting period if reasonably necessary to protect Sublandlord's interest\nunder the Lease or to prevent injury or damage to persons or property.\n\n     24.  Destruction, Fire and other Casualty.  If the whole or any part of the\n          ------------------------------------                                  \nSubpremises or the Building shall be damaged by fire or other casualty and the\nLease is not terminated on account thereof by either Sublandlord or Landlord in\naccordance with the terms thereof, this Sublease shall remain in full force and\neffect and Base Rent and Additional Rent shall not abate except to the extent\nBase Rent and Additional Rent for the Subpremises shall abate under the terms of\nthe Lease.\n\n                                       10\n\n \n     25.  Notices.\n          ------- \n\n          (a)  Whenever, by the terms of this Sublease, notice demand or other\ncommunication shall or may be given to either party, the same shall be in\nwriting and address as follows:\n\n               If to Sublandlord:  Real Estate Manager\n                                   Building 81-06\n                                   AMP Incorporated\n                                   P.O. Box 3608\n                                   Harrisburg, PA  17105-3608\n\n                                   Legal Department\n                                   AMP Incorporated\n                                   Building 176-41\n                                   P.O. Box 3608\n                                   Harrisburg, PA  17105-3608\n\n               If to Landlord:     Marie A. Batton, Trustee\n                                   1190 East Meadow Drive\n                                   Palo Alto, CA  94303\n\n               Copy to:            David L. Fletcher\n                                   Attorney at Law\n                                   6262 N. Swan Road, Suite 185\n                                   Tucson, AZ  85718\n\n               If to Subtenant:    Sreekanth Ravi\n                                   Sonic Systems, Inc.\n                                   5400 Betsy Ross Drive\n                                   Santa Clara, CA  95054\n\nor to such other address or addresses as shall from time to time be designated\nby written notice by either party to the other as herein provided. All notices\nshall be sent by registered or certified mail, postage prepaid and return\nreceipt requested, or by Federal Express or other comparable courier providing\nproof of delivery, and shall be deemed duly given and received (i) if mailed, on\nthe third business day following the mailing thereof, or (ii) if sent by\ncourier, the date of its receipt (or, if such day is not a business day, the\nnext succeeding business day).\n\n               (b)  Each party hereunder shall promptly furnish the other with\ncopies of all notices, requests, demands or other communications which relate to\nthe Subpremises or the use or occupancy thereof after receipt of the same from\nLandlord or others.\n\n     25.  Sublease Conditional Upon Certain Consents.  Sublandlord and Subtenant\n          ------------------------------------------                            \neach acknowledge and agree that this Sublease is subject to Sublandlord's\nobtaining the unconditional consent of Landlord in accordance with the terms of\nthe Lease, and that if such consent shall not\n\n                                       11\n\n \nbe obtained, or condition waived, within fifteen (15) days of the date hereof,\nthen this Sublease shall be deemed canceled and terminated and neither of the\nparties hereto shall have any liability to the other.\n\n     26.  Security Deposit.  Subtenant shall deposit with Sublandlord, upon the\n          ----------------                                                     \ncompletion, execution and delivery of this Sublease, the sum of Twenty Thousand\nEight Hundred Fifteen Dollars ($20,815.00) to be held by Sublandlord, without\nobligation to pay interest thereon, as security for Subtenant's covenant to pay\nthe rental herein reserved and for the keeping and performance of all other\ncovenants and obligations required to be kept or performed by Subtenant under\nthe terms and provisions of the Sublease. In the event of any default on the\npart of Subtenant in the payment of said rental, or in the keeping of\nperformance of any of the other covenants required to be kept or performed by\nSubtenant, Sublandlord shall have the right, but not the obligation, to apply\nsaid security deposit, or any portion thereof, to cure such default. In the\nevent the security is reduced by reason of such application, then within five\n(5) days after written notice thereof from Sublandlord, Subtenant shall deposit\nwith Sublandlord such sum as may be necessary to restore the security deposit to\nthe original amount. In the absence of any default on the part of the Subtenant,\nSublandlord shall repay the said security deposit without deduction to Subtenant\npromptly upon the termination of this Lease, but if the security deposit has\nbeen reduced to cure any default on the part of Subtenant, and has not been\nrestored to its original amount, the remainder of the security deposit if any,\nshall be promptly paid to Subtenant upon termination of this Lease.\n\n     27.  Subtenant Authority.  Subtenant is a duly organized and validly\n          -------------------                                            \nexisting corporation in good standing under the laws of the California and is\nduly and legally qualified to do business as a corporation and has powers\nadequate for the execution, delivery and performance of its obligations under\nthe Sublease and for carrying on the business now conducted or proposed to be\nconducted by it. Subtenant has taken all necessary corporate action required to\nmake the Sublease the legal, valid and binding obligations they purport to be.\nThe Sublease is in full force and effect and is a legal, valid and binding\nobligation of the Subtenant and, subject to applicable bankruptcy,\nreorganization, insolvency, moratorium or similar laws affecting the enforcement\nof creditors' rights generally, and general equitable principles, is enforceable\nin accordance with its terms.\n\n     28.  Miscellaneous.\n          ------------- \n\n          (a)  This Sublease may not be extended, renewed, terminated, or\notherwise modified except by an instrument in writing signed by the party\nagainst whom enforcement of any such modification is sought.\n\n          (b)  It is understood and agreed that all understandings and\nagreements heretofore had between the parties hereto are merged in this\nSublease, which alone fully and completely expresses their agreement, and that\nthe same is entered into after full investigation, neither party relying upon\nany statement, representation or warranty made by the other not embodied in this\nSublease.\n\n          (c)  The paragraph headings appearing herein are for purposes of\nconvenience only and are not deemed to be a part of this Sublease.\n\n          (d)  The provisions of this Sublease shall be governed by and\nconstrued in accordance with the laws of the California.\n\n          (e)  No delay or omission on the part of either party to this Sublease\nin requiring performance by the other party or in exercising any right hereunder\nshall operate as a waiver of any provision hereof or of any right hereunder, and\nthe waiver, omission or delay in\n\n                                       12\n\n \nrequiring performance or exercising any right hereunder on any one occasion\nshall not be construed as a bar to or waiver of such performance or right on any\nfuture occasion.\n\n          (f)  Any and all rights and remedies which either party may have under\nthis Sublease, at law or in equity, shall be cumulative and shall not be deemed\ninconsistent with each other, and any two or more of all such rights and\nremedies may be exercised at the same time insofar as permitted by law.\n\n          (g)  If any term or provision of this Sublease or the application\nthereof to any person or circumstance shall to any extent be held invalid or\nunenforceable, the remainder of this Sublease or the application of such term or\nprovision to other persons or circumstances shall not be affected thereby, and\neach term and provision of this Sublease shall be valid and enforceable to the\nfullest extent permitted by law. Section headings and the organization of this\nSublease are for descriptive purposes only and shall not control or after the\nmeaning of this Sublease.\n\n          (h)  This Sublease shall be binding upon and shall inure to the\nbenefit of the parties hereto and their respective successors and permitted\nassigns.\n\nIN WITNESS WHEREOF, this Agreement of Sublease has been duly executed as of the\nday and year first above written.\n\n                                   SUBLANDLORD:\n                                   AMP Incorporated\n\n\n\n                                   By:  \/s\/ Robert Ripp\n                                        -------------------------------\n                                        R. Ripp\n                                        Chairman &amp; CEO\n\n                                   SUBTENANT:\n                                   Sonic Systems, Inc.\n\n\n                                   By:  \/s\/ Sreekanth Ravi\n                                        -------------------------------\n                                   Name:    Sreekanth Ravi\n                                        -------------------------------\n                                   Title:   President\/CEO\n                                         ------------------------------\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8863,9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9583,9579],"class_list":["post-41829","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sonicwall-inc","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41829","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41829"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41829"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41829"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41829"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}