Rosetta Stone 2014 Annual Report Download - page 152

the successful party for all reasonable legal fees, court costs and out-of-pocket expenses incurred by the successful party in prosecuting
or defending any such action.
21.  Each party shall, from time to time, within ten (10) business days following request by the
other party, execute and deliver to such persons as requested by such party, a statement certifying that this Sub-Sublease is unmodified
and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates
to which Annual Base Sub-Subrent and other charges payable under this Sub-Sublease have been paid, and stating that, to the
certifying party’s knowledge, the requesting party is not in default hereunder (or if a default is alleged to exist, stating the nature of
such alleged default).
22. Sub-Sublandlord represents that, as of the date hereof: (a) it has not received any notice from the
Sublandlord asserting that Sub-Sublandlord is in Default under the Sublease and, to its knowledge, it is not aware of any default on its
part under the Sublease, (b) the Sublease is unmodified and in full force and effect; (c) Sub-Sublandlord has the power and authority to
enter into this Sub-Sublease. Sub-Subtenant represents that it has the power and authority to enter into this Sub-Sublease.
23.   The parties shall enter into the Consent of Sublandlord letter agreement in the form
attached hereto as  on or about the date hereof the (). If Sublandlord fails to execute the Consent within ten (10)
business days after written request therefor, following full execution and delivery by both parties of this Sub-Sublease, then Sub-
Sublandlord shall have the right to terminate this Sub-Sublease by written notice thereof to Sub-Subtenant and Sublandlord, which
must be delivered within five (5) business days after expiration of such ten-10 business day period (time being of the essence), else
such right to terminate is automatically waived and of no further force or effect.
24. 
(a)    Time is of the essence in the performance by both parties with respect to their
obligations hereunder.
(b) In the event any part of this Sub-Sublease is held to be unenforceable or invalid for any reason,
the balance of this Sub-Sublease shall not be affected and shall remain in full force and effect during the term of this Sub-Sublease.
(c)  The covenants, conditions, agreements, terms and provisions of this Sub-Sublease shall be
binding upon and shall inure to the benefit of the parties hereof and each of their respective successors and assigns, subject to the
restrictions and limitations set forth herein.
(d) It is the intention of the parties hereto that this Sub-Sublease (and the terms and provisions
hereof) shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.
(e) It is understood and agreed by and between the parties hereto that this Sub-Sublease and the
Consent contain the final and entire agreement between the parties relative to the subject matter hereof, and that they shall not be bound
by any terms, statements, conditions or representations relative to the subject matter hereof, oral or written, express or implied, not
herein contained. This Sub-Sublease may not be changed or terminated orally or in any manner other than by an agreement in writing
and signed by all parties hereto.