{"id":41944,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/one-circle-star-way-san-carlos-ca-sublease-liberate.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"one-circle-star-way-san-carlos-ca-sublease-liberate","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/one-circle-star-way-san-carlos-ca-sublease-liberate.html","title":{"rendered":"One Circle Star Way (San Carlos, CA) Sublease &#8211; Liberate Technologies, ThirdVoice Inc. and Circle Star Center Associates LP"},"content":{"rendered":"<pre>\n\n                                    SUBLEASE\n\n\n         THIS SUBLEASE ('Sublease'), is entered into by and between Liberate\nTechnologies, a Delaware corporation ('Sublandlord'), and ThirdVoice, Inc., a\nDelaware corporation ('Subtenant') as of December __, 1999.\n\n                                    RECITALS\n\n         A. Sublandlord leases certain premises (the 'Master Lease Premises')\nlocated in that certain building ('Building') at One Circle Star Way, San\nCarlos, California, from Circle Star Center Associates, L.P., a California\nlimited partnership (the 'Master Landlord'), pursuant to that certain Lease\ndated April 27, 1999 (the 'Master Lease'). Capitalized terms used but not\ndefined herein have the same meanings as they have in the Master Lease. The\nMaster Lease is attached hereto as Exhibit A and, except as set forth in\nParagraph 6 below, is incorporated by reference herein.\n\n         B. Sublandlord desires to sublease a portion of the Master Lease\nPremises to Subtenant, and Subtenant desires to sublease a portion of the Master\nLease Premises from Sublandlord on the terms and provisions hereof.\n\n         NOW, THEREFORE, in consideration of the mutual covenants and conditions\ncontained herein, Sublandlord and Subtenant covenant and agree as follows:\n\n                                    AGREEMENT\n\n1.       SUBLEASED PREMISES. On and subject to the terms and conditions below,\nSublandlord hereby leases to Subtenant, and Subtenant hereby leases from\nSublandlord, the space comprising the Third (3rd) floor of the Building,\nconsisting of approximately 26,561 rentable square feet and shown by\ncrosshatching on the attached Exhibit B (the 'Subleased Premises').\n\n2.       TERM. This Sublease shall commence on the later of (1) substantial\ncompletion of any tenant improvements installed by Master Landlord pursuant \nto the Master Lease (the 'Initial Tenant Improvements') and substantial \ncompletion of the Wiring (defined below), and (2) March 1, 2000 (the \n'Commencement Date'). The term shall expire on the day prior to the \nnineteenth (19th) month anniversary of the Commencement Date ('Expiration \nDate') unless sooner terminated pursuant to any provision hereof. \nNotwithstanding anything to the contrary contained in this Sublease, if \nSublandlord has not delivered the Subleased Premises to Subtenant in the \ncondition required by May 1, 2000, Subtenant shall have the right to \nterminate this Sublease, and Sublandlord promptly shall return to Subtenant \nthe prepaid first month's Rent and the Security Deposit.\n\n3.       RENT; DEPOSITS. Commencing on the Commencement Date and continuing for\ntwelve (12) months, Subtenant shall pay monthly rent ('Rent') to Sublandlord \nin the monthly amount of Eighty-eight Thousand Nine Hundred Seventy-nine and \n35\/00 Dollars ($88,979.35) per month. Rent shall be payable to Sublandlord in \nlawful money of the United States, in advance, without prior notice, demand, \nor offset, on or before the first day of each calendar \n\n                                       1.\n\n\n\nmonth during the term hereof. All Rent shall be paid to Sublandlord at the\naddress specified for notice to Sublandlord, below. If the Commencement Date, or\ntermination date does not fall on the first day of a calendar month, Rent for\nany partial month shall be prorated on a daily basis based upon a thirty day\ncalendar month.\n\n       (A) SUBTENANT'S SHARE OF EXPENSES AND TAXES. Subtenant shall pay, in\nadvance on the first day of each calendar month, together with Tenant's payment\nof monthly Rent, Twenty-five and eight tenths percent (25.8%) of Expenses and\nTaxes ('Subtenant's Allocable Share of Expenses and Taxes'), as the terms\n'Expenses' and 'Taxes' are defined and due under the Master Lease, allocable to\nthe Building. For the first twelve calendar months of the term, Tenant's\nAllocable Share of Taxes and Expenses is estimated to be Nineteen Thousand Three\nHundred Eighty-nine and 53\/100 Dollars ($19,389.53) per month. Sublandlord may\nadjust the amount of Subtenant's Allocable Share of Expenses and Taxes at any\ntime the amount of Expenses and Taxes being charged to Sublandlord under the\nMaster Lease is adjusted in accordance with the terms thereof. Promptly\nfollowing reconciliation of the amounts charged to Sublandlord under Sections\n3(c)(2) and 3(c)(3) of the Master Lease, the amounts charged to Subtenant\npursuant to this Section 3(a) shall be reconciled in accordance with the\nprovisions of Sections 3(c)(2) and 3(c)(3) of the Master Lease, which are\nincorporated herein by Section 6, below.\n\n       (B) FIRST PAYMENT OF RENT AND SUBTENANT'S ALLOCABLE SHARE OF EXPENSED AND\nTAXES. Upon execution of this Sublease, Subtenant shall pay to Sublandlord the\nsum of One Hundred Eight Thousand Three Hundred Sixty-eight and 88\/100 Dollars\n($108,368.88), constituting payment in advance of the first month's Rent and the\nfirst month's payment of Subtenant's Allocable Share of Expenses and Taxes.\n\n       (C) SECURITY DEPOSIT. Upon execution of this Sublease, Subtenant shall\nprovide to Sublandlord a letter of credit in the amount of Two Hundred Sixty-six\nThousand Nine Hundred and Thirty-eight and 05\/100 Dollars ($266,938.05) ('LC')\nconstituting the Security Deposit in form reasonably satisfactory to\nSublandlord. The Security Deposit is not advance rental, nor a measure of\nSublandlord's damages. Sublandlord shall not be required to keep the Security\nDeposit separate from its general accounts. Upon the occurrence of any default,\nbeyond applicable notice and cure periods, by Subtenant, Sublandlord may, from\ntime to time and without prejudice to any other remedy available to Sublandlord\nprovided herein or by law, use the Security Deposit to the extent necessary to\nmake good any arrears in Rent or other payments due hereunder, or other damage,\ninjury, expense or liability caused by such default. Subtenant shall pay to\nSublandlord, within five (5) days after receipt of demand, the amount so applied\nto restore the Security Deposit to the original amount. The LC or any remaining\nbalance shall be returned to Subtenant not more than thirty (30) days after\nSubtenant has surrendered the Subleased Premises in the condition required and\nall Subtenant's other obligations under this Sublease have been fulfilled.\nNotwithstanding anything to the contrary contained in this Sublease, the LC\nshall be in effect until the sixtieth (60th) day after the Expiration Date. The\nLC shall provide (i) that partial draws may be permitted, and (ii) that any draw\nthereunder shall be accompanied by a certificate of an officer of Sublandlord\nstating that Subtenant is in default, beyond applicable notice and cure periods,\nunder this Sublease, and that Sublandlord or its authorized agent is entitled to\ndraw down on the LC the amount requested pursuant to the terms of this Sublease.\nSublandlord shall be entitled to draw down the entire amount of the LC at any\n\n\n                                       2.\n\n\n\ntime an event of default has occurred and continued beyond any applicable notice\nand cure period. Any proceeds of the LC in excess of the amount necessary to\ncure Subtenant's default and reimburse Sublandlord's damages shall be held by\nSublandlord as a cash security deposit.\n\n       4. TENANT IMPROVEMENTS; WIRING COSTS. Subtenant acknowledges that Master\nLandlord is obligated to install the Initial Tenant Improvements pursuant to the\nMaster Lease. Sublandlord covenants to use good faith reasonable efforts to\ncause Master Landlord to install the Initial Tenant Improvements pursuant to the\nMaster Lease on or before the Commencement Date and in the condition\nsubstantially similar to the build-out of Sublandlord's space in building\nlocated at Two Circle Star Way. Prior to Master Landlord's completion of the\nInitial Tenant Improvements, Sublandlord and Subtenant shall mutually coordinate\ncolor schemes and other minor adjustments to the floor plan for the Subleased\nPremises as reasonably may be required by Subtenant. Sublandlord shall contract\nwith an electrical subcontractor of its choice (the 'Wiring Subcontractor') and\nshall use good faith reasonable efforts to cause the Wiring Subcontractor to\ninstall with Subleased Premises Cat 5, Gigabit bandwidth certifiable wiring on\neach floor, at a rate of 120 drops in hardwall locations and 80 drops in cubicle\nlocations (evenly distributed), all wired to a central IDF on each floor (the\n'Wiring'). A 'drop' is defined as two Ethernet connections and two telephone\nconnections. Sublandlord makes no representation or warranty with respect to the\ncondition of Subleased Premises and shall not be subject to any liability\narising out of the condition of the Subleased Premises. Subtenant agrees to look\nsolely to the Wiring Subcontractor for any claims arising out of the\ninstallation of the Wiring referred to above.\n\n         Notwithstanding anything to the contrary contained in this Sublease,\nwith respect to the Initial Tenant Improvements, Sublandlord acknowledges that\nSublandlord has certain rights pursuant to Exhibit B of the Master Lease with\nrespect to Master Landlord's obligations in connection with construction of the\nInitial Tenant Improvements, and Sublandlord shall exercise all such rights and\nenforce all of Master Landlord's obligations on behalf of Subtenant with respect\nto the Subleased Premises, including, without limitation, providing Master\nLandlord with a punch list of items to be corrected and requiring Master Lessor\nto repair any non-operational building systems. In addition, Sublandlord shall\nenforce any warranties available to Sublandlord in connection with the\ncompletion of the Initial Tenant Improvements to the Subleased Premises.\n\n         With respect to the Wiring, Sublandlord acknowledges that Sublandlord\nis contracting with the Wiring subcontractor, and Sublandlord shall exercise all\nrights it has with respect to the installation of the Wiring pursuant to\nSublandlord's contract with the subcontractor. In addition, Sublandlord shall\nenforce any warranties available to Sublandlord in connection with the Wiring\nfor the Subleased Premises.\n\n       5. USE. Subtenant may use the Subleased Premises only for uses permitted\nby the Master Lease. Subtenant shall not use or permit the use of the Subleased\nPremises in a manner that will create waste or a nuisance, interfere with or\ndisturb other tenants in the Building or violate the provisions of the Master\nLease.\n\n       6. INCORPORATION OF MASTER LEASE. All of the terms and provisions of the\nMaster Lease, except as provided in this Paragraph 6, are incorporated into and\nmade a part of this Sublease and the rights and obligations of the parties under\nthe Master Lease are hereby imposed \n\n\n                                       3.\n\n\n\nupon the parties hereto with respect to the Subleased Premises, Sublandlord\nbeing substituted for the 'Landlord' in the Master Lease (except in Sections 7,\n12, 20, 21 and 39 in which references to 'Landlord' shall continue to be deemed\nto refer to the Master Landlord) and Subtenant being substituted for the\n'Tenant' in the Master Lease. It is further understood that where reference is\nmade in the Master Lease to the 'Premises,' the same shall mean the Subleased\nPremises as defined herein; where reference is made to the 'Commencement Date,'\nthe same shall mean the Commencement Date as defined herein; and where reference\nis made to 'this Lease,' the same shall mean this Sublease. Notwithstanding the\nforegoing, Sublandlord shall have no obligation to perform any of Master\nLandlord's obligations under the Master Lease. The following Sections of the\nMaster Lease are not incorporated herein: Basic Lease Information (except for\n'Tenant's Use'), Sections 2, 3(a), 3(b), 3(c)(1)(B), the second paragraph of\n9(a), 9(h), the second paragraph of 26, 32, 33, 37, 38, 40, 41, 42, 43, 44, 45\n(except for subsections (C)(3)(A) and (D)), Exhibit B (Work Letter), Exhibit F\nForm of Letter of Credit), and Exhibit G (Description of Second Building). In\naddition, with respect to any right of 'Tenant' to terminate the Master Lease\npursuant to Sections 20 or 21 of the Master Lease, Sublandlord shall not\nexercise such rights with respect to the Subleased Premises without the prior\nwritten consent of Subtenant, which shall not be unreasonably withheld or\ndelayed.\n\nSection 6 of the Master Lease, which is incorporated herein, requires that\nSublandlord notify Subtenant whether any Alterations will be required to be\nremoved and the Subleased Premises restored to its condition upon delivery to\nSubtenant. Sublandlord hereby notifies Subtenant that at the expiration or\nearlier termination of this Sublease, any alterations to the Wiring or any other\nportion of the Subleased Premises performed by Subtenant must be removed and the\nSubleased Premises returned to the condition in which they were first delivered\nto Subtenant, at Subtenant's sole cost and expense.\n\n       7. ASSIGNMENT AND SUBLETTING. Except in accordance with the provisions of\nSection 9 of the Master Lease (to the extent incorporated into this Sublease by\nParagraph 6 hereof), Subtenant may not assign, sublet, transfer, pledge,\nhypothecate or otherwise encumber the Subleased Premises, in whole or in part,\nor permit the use or occupancy of the Subleased Premises by anyone other than\nSubtenant unless Sublandlord has obtained Sublandlord's consent thereto (which\nshall not be unreasonably withheld, conditioned or delayed) and the consent of\nMaster Landlord. Regardless of Sublandlord's consent, no subletting or\nassignment shall release Subtenant from its obligations hereunder.\n\n       8. PARKING. Subtenant shall have the right to use its pro-rata share of\nparking spaces in common with other occupants of the Building and the project of\nwhich the Building is a part. Subtenant will provide to Sublandlord, within a\nreasonable period after receipt of request, the license plate number, make,\nmodel and color of each vehicle of any of Subtenant's employees who are\nauthorized to use the parking lot. In the event that the number of Subtenant's\nemployees and invitees using the parking lot exceeds the number of parking\nspaces allotted to Subtenant more than two times in each month for a two\nconsecutive month period, Sublandlord may upon 12 hours' prior notice, tow any\nvehicles which have not been identified to Sublandlord by Subtenant and which\nappear for a second time in the parking lot following notice from Sublandlord to\nSubtenant of unauthorized parking. All costs and expenses of towing shall be\nborne by Subtenant, and Subtenant shall indemnify, defend and hold Sublandlord\nharmless from \n\n\n                                       4.\n\n\n\nand against any and all damages, claims, losses, liabilities, costs and expenses\nincurred in connection with the enforcement of this Section.\n\n       9. NOTICES. The addresses specified in the Master Lease (except for\nMaster Landlord's address) for receipt of notices to each of the parties are\ndeleted and replaced with the following:\n\n                 TO SUBLANDLORD AT:        the Master Lease Premises\n                                           Attn:  Director of Operations\n\n                 TO SUBTENANT AT:          the Subleased Premises\n                                           Attn: Chief Financial Officer\n\n       10. BROKERS. Each party hereto represents and warrants that Cornish &amp; Carey represents Sublessor and BT Commercial represent Sublessee in this\ntransaction and both parties consent thereto. Each party agrees to hold the\nother party harmless from and against all claims for brokerage commissions,\nfinder's fees, or other compensation made by any other agent, broker, salesman\nor finder as a consequence of said party's actions or dealings with such agent,\nbroker, salesman, or finder. All commissions shall be paid by Sublessor per a\nseparate agreement between Sublessor and Cornish &amp; Carey.\n\n       11. AUTHORITY. Sublandlord hereby warrants and represents that it is a\ncorporation, duly authorized and in good standing under the laws of the state of\nDelaware and has the power to execute and deliver this Sublease. The persons\nsigning on behalf of the Sublandlord hereby represent and warrant that they are\nthe duly authorized representatives of the Sublandlord and have the power and\nauthority to bind the Sublandlord. Subtenant hereby warrants and represents that\nit is a corporation, duly authorized and in good standing under the laws of the\nstate of Delaware and has the power to execute and deliver this Sublease. The\npersons signing on behalf of the Subtenant hereby represent and warrant that\nthey are the duly authorized representatives of the Subtenant and have the power\nand authority to bind the Subtenant.\n\n       12. NO ANIMALS. Subtenant shall not permit any animals, except for\nanimals assisting disabled persons, to be brought into the Premises, or the\nBuilding, or the common areas of the project of which the Building is a part.\n\n       13. SUBLANDLORD'S OBLIGATIONS.\n\n              (a) SUBLANDLORD'S REMAINING OBLIGATIONS. The obligations that\nSubtenant has agreed to perform hereunder are hereinafter referred to as the\n'Subtenants Obligations', and all other obligations of the 'Tenant' under the\nMaster Lease are herein referred to as the 'Sublandlord's Remaining\nObligations.' Sublandlord agrees to maintain the Master Lease in force during\nthe entire Term of this Sublease and to pay rent to Master Landlord in\naccordance with the terms of the Master Lease, subject, however, to any earlier\ntermination of the Master Lease without the fault of the Sublandlord. Further,\nSublandlord agrees to comply with and perform Sublandlord's Remaining\nObligations and to indemnify, defend with counsel reasonably acceptable to\nSubtenant and hold Subtenant free and harmless from and against all liability,\njudgments, costs, damages, claims or demands arising out of (i) any default by\nSublandlord under this Sublease; (ii) any default by Sublandlord of\nSublandlord's Remaining Obligations \n\n\n                                       5.\n\n\n\nunder the Master Lease; (iii) any breach of any representation or warranty made\nby Sublandlord in this Sublease; or (iv) the negligence or willful misconduct of\nSublandlord, its agents, employees, contractors or invitees.\n\n(b)      SUBLANDLORD'S ADDITIONAL OBLIGATIONS. With respect to any obligation to\nbe performed by Master Landlord under the Master Lease, Sublandlord shall be \nobligated, upon receipt of notice from Subtenant, to use good faith efforts \nto obtain Master Landlord's performance of such obligation. If, after receipt \nof request from Subtenant, Sublandlord shall fail or refuse to take action to \nobtain Master Landlord's performance or to enforce Sublandlord's rights \nagainst Master Landlord with respect to the Subleased Premises ('Action'), \nSubtenant shall have the right to take such Action it its own name, and for \nthat purpose and only to such extent, all of the rights of Sublandlord as \n'Tenant' under the Master Lease hereby are conferred upon and assigned to \nSubtenant, and Subtenant hereby is subrogated to such rights to the extent \nthat the same shall apply to the Subleased Premises. If any such Action \nagainst Master Landlord in Subtenant's name shall be barred by reason of lack \nof privity, nonassignability or otherwise, Subtenant may take such Action in \nSublandlord's name; provided that Subtenant shall indemnify, protect, defend \nby counsel reasonably satisfactory to Sublandlord and hold Sublandlord \nharmless from and against any and all liability, loss claims, demands, suits, \npenalties or damage (including reasonable attorneys' and experts fees) which \nSublandlord may incur or suffer by reason of such Action except to the extent \nany such liability, loss, claims, demands, suits, penalties or damage arises \nout of Sublandlord's negligence or willful misconduct.\n\n(c)      NOTICES. Sublandlord promptly shall deliver to Subtenant copies of all\nnotices, demands and requests that Sublandlord may receive from Master Landlord\nunder the Master Lease.\n\n       14.    INDEMNIFICATION.\n\n              (a) SUBTENANT'S INDEMNIFICATION. In addition to the\nindemnification set forth in Section 10(c) of the Master Lease, Subtenant shall\nindemnify, protect, defend with counsel reasonably acceptable to Sublandlord and\nhold harmless Sublandlord from and against any and all claims, liabilities,\njudgments, causes of action, damages, costs and expenses (including reasonable\nattorneys' and experts' fees), caused by or arising in connection with: (i) a\nbreach of Subtenant's obligations under this Sublease; or (ii) a breach of\nSubtenant's obligations under the Master Lease to the extent incorporated into\nthis Sublease.\n\n              (b) SUBLANDLORD'S INDEMNIFICATION. In addition to the\nindemnification set forth in Section 10(a) of the Master Lease, Sublandlord\nshall indemnify, protect, defend with counsel reasonably acceptable to Subtenant\nand hold Subtenant harmless from and against any and all claims, liabilities,\njudgments, causes of action, damages, costs, and expenses (including reasonable\nattorneys' and experts' fees), caused by or arising in connection with: (i) a\nbreach of Sublandlord's obligations under this Sublease; or (ii) a breach of\nSublandlord's Remaining Obligations under the Master Lease; or (iii) a\ntermination of the Master Lease or this Sublease arising out of or in any way\nconnected with Sublandlord's default and\/or any resulting termination of this\nSublease.\n\n\n                                       6.\n\n\n\n         The foregoing indemnifications, together with the indemnifications set\nforth in Section 10 of the Master Lease, shall survive the expiration or earlier\ntermination of this Sublease.\n\n              15. NO VOLUNTARY TERMINATION. Sublandlord shall not voluntarily\nterminate the Master Lease during the Term unless and until Master Landlord has\nagreed in writing to continue this Sublease in full force and effect as a direct\nlease between Master Landlord and Subtenant upon and subject to all of the\nterms, covenants and conditions of this Sublease for the balance of the Term\nhereof. If Master Landlord so consents, Subtenant shall attorn to Master\nLandlord in connection with any such voluntary termination and shall execute an\nattornment agreement in such form as may reasonably be requested by Master\nLandlord; provided, however, that the attornment agreement does not materially\nadversely affect the use by Subtenant of the Subleased Premises in accordance\nwith the terms of this Sublease, materially increase Subtenant's obligations\nunder this Sublease or materially decrease Subtenant's rights under this\nSublease. The prohibition against voluntary termination set forth in this\nParagraph shall apply to the 'Tenant's' termination rights as set forth in\nSection 2 of the Master Lease.\n\n              16. HAZARDOUS MATERIALS. Notwithstanding anything to the contrary\ncontained in this Sublease, except to the extent that the Hazardous Substance in\nquestion was released, emitted, used, stored, manufactured, transported or\ndischarged by Subtenant, or its agents, employees, contractors or assigns, in\nviolation of environmental laws, Subtenant shall not be responsible for, and\nhereby is released from, losses, costs (including attorneys' fees), damages,\nclaims, suits, actions and causes of action with respect to any Hazardous\nSubstance present on or about the Subleased Premises, the Building or the\nProject, or the surrounding property, or the soil, groundwater or surface water\nthereof, without regard to whether the Hazardous Substance were present on the\nSubleased Premises, the Building or the Project as of the Commencement Date. To\nthe extent that Sublandlord is indemnified by Master Landlord with respect to\nHazardous Substances pursuant to Section 39(c) of the Master Lease, Subtenant\nshall have no responsibility in connection with substances with respect to which\nSublandlord is indemnified.\n\n              17. SIGNAGE. At Subtenant's cost, Subtenant shall have the right\nto standard building signage in the lobby directory for the Building and\nstandard building signage outside or on the entry door to the Subleased\nPremises.\n\n              18. AMENDMENT OR MODIFICATION. Sublandlord and Master Landlord\nshall not amend or modify the Master Lease in any way so as to materially or\nadversely affect Subtenant or its interest hereunder, materially increase\nSubtenant's obligations hereunder or materially restrict Subtenant's rights\nhereunder, without the prior written consent of Subtenant, which may be withheld\nin Subtenant's sole but reasonable discretion.\n\n              19. SURRENDER. Notwithstanding anything to the contrary contained\nin this Sublease or the Master Lease, Subtenant's obligation to surrender the\nSubleased Premises shall be fulfilled if Subtenant surrenders possession of the\nSubleased Premises in the condition existing at the Commencement Date, ordinary\nwear and tear, acts of God, casualties, Hazardous Materials not placed on or\nabout the Subleased Premises by Subtenant, its agents, employees, contractors or\ninvitees, condemnation, alterations or improvements which Master Landlord and\nSublandlord state in writing may be surrendered at the termination of this\nSublease and any additions, alterations or improvements (including, without\nlimitation, the Initial Tenant Alterations and the\n\n\n                                       7.\n\n\n\nWiring) made to the Subleased Premises by Sublandlord or Master Landlord prior\nto the Commencement Date excepted.\n\n       20. SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES. As an inducement to\nSubtenant to enter this Sublease, to the best of Sublandlord's knowledge,\nSublandlord represents and warrants with respect to the Subleased Premises that:\n\n              (a) The Master Lease is in full force and effect, the copy\nattached hereto is a true and correct copy thereof, and there exists under the\nMaster Lease no default or event of default, nor has there occurred any. event\nwhich, with the giving of notice or passage of time or both, could constitute\nsuch a default or event of default.\n\n              (b) There are no pending or threatened actions, suits or\nproceedings before any court or administrative agency against Sublandlord or\nagainst Master Landlord or third parties which could, in the aggregate,\nadversely affect the Subleased Premises or any part thereof or the ability of\nMaster Landlord to perform its obligations under the Master Lease or of\nSublandlord to perform its obligations under this Sublease, and Sublandlord is\nnot aware of any facts which might result in any such actions, suits or\nproceedings.\n\n              (c) Sublandlord has not received any notice from any insurance\ncompany of any defects or inadequacies in the Subleased Premises or any part\nthereof which could adversely affect the insurability of the Subleased Premises\nor the premiums for the insurance thereof.\n\n       21. QUIET ENJOYMENT; RIGHT TO CURE. Subtenant shall peacefully have, hold\nand enjoy the Subleased Premises, subject to the terms and conditions of this\nSublease, provided that Subtenant pays all Rent and Subtenant's Allocable Share\nof Expenses and Taxes and performs all of Subtenant's covenants and agreements\ncontained herein. In the event, however, that Sublandlord defaults in the\nperformance or observance of any of Sublandlord's Remaining Obligations or fails\nto perform Sublandlord's stated obligations under this Sublease to enforce, for\nSubtenant's benefit, Master Landlord's obligations under the Master Lease, then\nSubtenant shall give Sublandlord notice specifying in what manner Sublandlord\nhas defaulted, and if such default shall not be cured by Sublandlord within\nthirty (30) days thereafter (except that if such default cannot be cured within\nsaid thirty (30)-day period, this period shall be extended for an additional\nreasonable time, provided that Sublandlord commences to cure such default within\nsuch thirty (30)-day period and proceeds diligently thereafter to effect such\ncure as quickly as possible), then in addition, Subtenant shall be entitled, at\nSubtenant's option, to cure such default and promptly collect from Sublandlord\nSubtenant's reasonable expenses in so doing (including, without limitation,\nreasonable attorneys' fees and court costs). Subtenant shall not be required,\nhowever, to wait the entire cure period described herein if earlier action is\nrequired to comply with the Master Lease or with any applicable governmental\nlaw, regulation or order.\n\n       22. CONDITION PRECEDENT. This Sublease and Subtenant's and Sublandlord's\nobligations hereunder are conditioned upon Sublandlord's obtaining the written\nconsent of Master Landlord. If Sublandlord fails to obtain the Master Landlord's\nconsent within fifteen (15) days after execution of this Sublease by\nSublandlord, then Subtenant may terminate this Sublease by giving Sublandlord\nwritten notice, and Sublandlord shall return to Subtenant the prepaid first\nmonth's Rent and the Security Deposit.\n\n\n                                       8.\n\n\n       23. AUTHORIZATION TO DIRECT SUBLEASE PAYMENTS. Sublandlord hereby\nacknowledges that Sublandlord's failure to pay the Rent and other sums owing by\nSublandlord to Master Landlord under the Master Lease will cause Subtenant to\nincur damages, costs and expenses not contemplated by this Sublease, especially\nin those cases where Subtenant has paid sums to Sublandlord hereunder which\ncorrespond in whole or in part to the amounts owing by Sublandlord to Master\nLandlord under the Master Lease. Accordingly, Subtenant shall have the right to\npay all Rent and other sums owing by Subtenant to Sublandlord hereunder for\nthose items which also are owed by Sublandlord to Master Landlord under the\nMaster Lease directly to Master Landlord on the following terms and conditions:\n\n              (a) Subtenant reasonably believes that Sublandlord has failed to\nmake any payment required to be made by Sublandlord to Master Landlord under the\nMaster Lease and Sublandlord fails to provide adequate proof of payment within\nten (10) business days after Subtenant's written demand requesting such proof.\n\n              (b) Subtenant shall not prepay any amounts owing by Subtenant\nwithout the consent of Sublandlord.\n\n              (c) Subtenant shall provide to Sublandlord concurrently with any\npayment to Master Landlord reasonable evidence of such payment.\n\n              (d) If Sublandlord notifies Subtenant that it disputes any amount\ndemanded by Master Landlord, Subtenant shall not make any such payment to Master\nLandlord unless Master Landlord has provided a three-day notice to pay such\namount or forfeit the Master Lease.\n\nAny sums paid directly by Subtenant to Master Landlord in accordance with this\nParagraph shall be credited toward the amounts payable by Subtenant to\nSublandlord under this Sublease. In the event Subtenant tenders payment directly\nto Master Landlord in accordance with this Paragraph and Master Landlord refuses\nto accept such payment, Subtenant shall have the right to deposit such funds in\nan account with a national bank for the benefit of Master Landlord and\nSublandlord, and the deposit of said funds in such account shall discharge\nSubtenant's obligation under this Sublease to make the payment in question.\n\n\n                                       9.\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Sublease as of the\ndate first written above.\n\nSUBLANDLORD:\n\nLIBERATE TECHNOLOGIES\n\n\nBy:    \/s\/ Mitchell E. Kertzman\n   --------------------------------------------------\n\nIts: President, Chief Executive Officer and Director \n    -------------------------------------------------\n\nDate: 12\/22\/99                                                \n     ------------------------------------------------\n\n                                      SUBTENANT:\n\n                                      THIRDVOICE, INC.,\n                                      a Delaware corporation\n\n\n                                      By: \/s\/ Eng-Siong Tan   \n                                         --------------------------------\n\n                                      Name: \/s\/ Eng-Siong Tan \n                                           ------------------------------\n\n                                      Its:     President\n\n\n\n                                      By: \/s\/ Wendy Olszewski \n                                         -------------------------------\n\n                                      Name: Wendy Olszewski   \n                                           -----------------------------\n\n                                      Its:     Secretary\n\n\n                                      10.\n\n\n\n                           CONSENT OF MASTER LANDLORD\n\n\n         The undersigned hereby consents to the Sublease dated December __,\n1999, by and between Liberate Technologies, as Sublandlord, and Third Voice,\nInc., as Subtenant, attached hereto, and all of the terms and conditions\ncontained therein. Master Landlord hereby extends to Subtenant the provisions of\nSection 11 of the Master Lease, 'Waiver of Subrogation,' and Master Landlord,\nSublandlord and Subtenant shall be bound thereby.\n\n\nCIRCLE STAR ASSOCIATES, L.P.,\na California limited partnership\n\nBy:      M-D Ventures, Inc.\nIts:     General Partner\n\n\n         By:                                         \n            ------------------------\n                  Michael Wilson\n\n         Its:     Vice President\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                                  MASTER LEASE\n\n\n\n\n\n\n\n                                    EXHIBIT B\n\n                               SUBLEASED PREMISES\n\n\n                                       2.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41944","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","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\/41944","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=41944"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41944"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41944"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41944"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}