Common use of Condition and Delivery of Premises Clause in Contracts

Condition and Delivery of Premises. The Premises are leased to Tenant in their existing "as is" condition without warranty or representations, except as otherwise specifically set forth in this Lease and except further that the Premises shall be vacant and in broom clean condition with all existing building systems, structure, exterior parking areas and walkways in good working order. Landlord shall deliver access to the Premises to Tenant no later than June 14, 1999, in order to support Tenant's ability to install its initial Tenant improvements prior to the Commencement Date, as more particularly set forth in Section 1.1 hereof. If the Premises are not available for Tenant's access for Tenant's fixturing and improvements pursuant to Section 4.2 in the condition required by this Section 3.1 by June 14, 1999, to support Tenant's construction of its initial improvements to the Premises (as described in Section 4.2 hereof) prior to the Commencement Date set forth in Section 1.1, then notwithstanding the Commencement Date, rent shall be abated on a day-for-day basis for the initial portion of the Term equal to such period of Landlord's delay. If access for Tenant's fixturing and improvements pursuant to Section 4.2 in such condition is not delivered to Tenant by December 14, 1999, Tenant shall have the right to terminate this Lease and Landlord shall return any payments made by Tenant to Landlord. In addition, if the cause for such delays results solely from Landlord's gross negligence or willful misconduct, Landlord shall be liable for any holdover rent incurred by Tenant arising from its inability to vacate its existing premises due to such unavailability. Notwithstanding the foregoing, to the extent MFS's obligations under the MFS Lease, Landlord shall use its best efforts to cause MFS to correct any existing building code violations on record with the City of Waltham as of the date of this Lease relating to the 15,250 square feet in the Building occupied by MFS, otherwise Landlord shall correct such building code violations, which code violations either prevent Tenant from completing Tenant Improvements or occupying the Premises.

Condition and Delivery of Premises. The 5.1 By taking possession of the Premises are leased hereunder, Tenant shall be deemed to Tenant have accepted the Premises as being in their good order, condition and repair, and otherwise in its then existing "“as is" ” and “where is” condition without warranty or representations, except as otherwise specifically set forth in this Lease and except further that of the Premises shall be vacant and in broom clean condition with all existing building systems, structure, exterior parking areas and walkways in good working orderCommencement Date. Landlord shall deliver access not be obligated to perform any work whatsoever to prepare the Premises to Tenant no later than June 14for Tenant, 1999except that, in order to support Tenant's ability to install its initial Tenant improvements prior to the Commencement Date, Landlord shall have substantially completed the work set forth on Exhibit B (“Landlord’s Work”) in a good and workmanlike manner, with Building standard materials and at Landlord’s cost. Except as may be expressly set forth in this Lease, Tenant acknowledges that neither Landlord, nor any employee, agent or contractor of Landlord has made any representation or warranty concerning the Land, Building, Common Areas or Premises, or the suitability of any for the conduct of Tenant’s business. Landlord reserves, for Landlord’s exclusive use, any of the following (other than as installed by Tenant for Tenant’s exclusive use) that may be located in the Premises: janitor closets, stairways and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ducts. 5.2 Tenant intends to undertake renovations in the Premises to prepare the same for Tenant’s occupancy (the “Initial Improvements”). As soon as is reasonably practicable after the Date of this Lease, Tenant shall deliver to Landlord, for Landlord’s approval, construction drawings for the Initial Improvements. Such construction drawings shall reflect Alterations that would not (a) alter the exterior of the Building in any way or affect the exterior appearance of the Building (provided that, as part of the Initial Improvements, Tenant may install a louver for the Supplemental Air Cooled Units, provided that such louver and the location thereof are subject to the approval of Landlord), (b) exceed or adversely affect the capacity, maintenance, expenses or integrity of the Building’s structure or any of its components, including, without limitation, the Building Systems, (c) affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building or (d) adversely affect the premises of any other tenants or occupants of the Building. Within ten (10) business days following Landlord’s receipt of such construction drawings, Landlord shall notify Tenant, either approving such construction drawings or specifying for Tenant, in reasonable detail, Landlord’s reasons for withholding approval and any required modifications. Within five (5) business days following receipt of Landlord’s response to the construction drawings, if the same were not approved, Tenant shall revise such construction drawings to reflect Landlord’s responses. Such process shall continue, with each party responding to the other within five (5) business days after such party’s receipt of the revised construction drawings or response thereto, as applicable, until Landlord approves such construction drawings. If Landlord fails to approve the construction drawings, or respond to the same with reasonable detail indicating its reasons for disapproval within the aforesaid ten (10) business day period, or within five (5) business days following any resubmission thereof (which five (5) business day period shall be extended by one (1) day for each day beyond the five (5) business days provided for response that Tenant fails to revise such construction drawings to reflect Landlord’s responses), and if thereafter Landlord in either case also fails to approve or so respond to Tenant within five (5) business days after receipt from Tenant of a notice (a “Plan Notice”) seeking a response to Tenant’s request for approval of the construction drawings, Landlord shall be deemed to have approved the construction drawings provided that Tenant shall have stated in capitalized letters and bold type (a) on the envelope of the Plan Notice: “SECOND NOTICE REGARDING CONSTRUCTION DRAWINGS” and (b) on the first page of the Plan Notice: “LANDLORD’S FAILURE TO RESPOND TO TENANT REGARDING THE CONSTRUCTION DRAWINGS WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE SHALL BE DEEMED TO BE LANDLORD’S APPROVAL OF SUCH CONSTRUCTION DRAWINGS.” Landlord shall not charge Tenant a supervisory fee for Landlord’s review of the construction drawings as described in this Section 5.2, but Tenant shall reimburse Landlord for Landlord’s reasonable out of pocket costs in reviewing such construction drawings. Landlord shall inform Tenant, at the time of approval of Tenant’s construction drawings, of the items of the Initial Improvements which constitute Specialty Alterations required to be removed by Tenant upon the expiration or earlier termination of the Term. Tenant may install one or more particularly air cooled air conditioning units (the “Supplemental Air Cooled Units”) within the Premises as part of the Initial Improvements, provided the location of any Supplemental Air Cooled Units shall be subject to Landlord approval prior to installation, and the operation thereof shall not adversely affect the Building Systems, and provided that the operation of any such units shall not cause Tenant to exceed the capacity of electric current allocated to Tenant pursuant to Article 8. 5.3 Following the approval of the construction drawings as set forth in Section 1.1 hereof. If 5.2 above, Landlord shall (a) provide sufficient points of connection in the Premises are not available for Tenant's access for Tenant's fixturing and improvements pursuant to Section 4.2 in the condition required by this Section 3.1 by June 14, 1999, to support Tenant's construction of its initial improvements to the Premises Building’s Class E system for typical office use and (b) deliver an ACP-5 certificate to Tenant reflecting the scope of the Initial Improvements as described shown on the approved construction drawings. 5.4 Tenant shall perform the Initial Improvements at Tenant’s own cost and expense, in Section 4.2 hereof) prior to compliance with Laws and the Commencement Date provisions of this Lease (including without limitation Article 10), and in accordance with the approved construction drawings developed as set forth in Section 1.15.2 above. Notwithstanding the foregoing sentence, then notwithstanding provided that no Event of Default shall at the Commencement Datetime of any disbursement have occurred and be continuing, rent Landlord shall contribute up to One Million Six Hundred Thirty Four Thousand, Eight Hundred Seventeen and 00/100 Dollars ($1,634,817.00) (“Landlord’s Contribution”) to the cost of the Initial Improvements (up to ten percent (10%) of which may be abated on a day-for-day basis used for architectural, engineering and design costs and the costs of furniture systems), which Landlord shall pay to Tenant as follows: Landlord shall pay up to ninety percent (90%) of Landlord’s Contribution in installments no more frequently than thirty (30) days apart throughout the course of performance of the Initial Improvements, each within thirty (30) days after Tenant submits to Landlord (a) copies of paid invoices for the initial applicable work performed or materials used, (b) lien waivers covering all work for which payment is being requested, (c) an architect’s certification stating that the portion of the Term equal Initial Improvements for which payment is being requested has been performed in accordance with the approved construction drawings, and certifying as to the amount due and owing to contractors and (d) such period other evidence that the services performed have been rendered with respect to, and materials used have been incorporated into, such Initial Improvements, as Landlord may reasonably request. Landlord shall pay the remaining ten percent (10%) of Landlord's delay’s Contribution following completion of the Initial Improvements and within thirty (30) days after Tenant submits to Landlord (a) copies of paid invoices for the applicable work performed or materials used, (b) final lien waivers with respect to the Initial Improvements, (c) an architect’s certification stating that the Initial Improvements have been completed in accordance with the approved construction drawings, and certifying as to the amount due and owing to contractors and (d) such other evidence that the services performed have been rendered with respect to, and materials used have been incorporated into, such Initial Improvements, as Landlord may reasonably request. 5.5 Tenant contemplates installing one new men’s restroom and one new women’s restroom (the “Restrooms”) as part of the Initial Improvements. If access for Tenant's fixturing Provided that Tenant installs such Restrooms, and improvements pursuant to Section 4.2 in such condition is not delivered to Tenant by December 14, 1999, Tenant provided that no Event of Default shall have be continuing at the right to terminate this Lease and Landlord shall return any payments made by Tenant to Landlord. In addition, if the cause for such delays results solely from Landlord's gross negligence or willful misconducttime of disbursement, Landlord shall be liable for any holdover rent incurred by Tenant arising from its inability contribute up to vacate its existing premises due to such unavailability. Notwithstanding the foregoing, One Hundred Forty Thousand and 00/100 Dollars ($140,000.00) to the extent MFS's obligations under cost of the MFS LeaseRestroom installation, which Landlord shall use its best efforts pay to cause MFS Tenant following completion of the Restroom installation and within thirty (30) days after Tenant submits to correct any existing building code violations on record Landlord (a) copies of paid invoices for the applicable work performed or materials used, (b) final lien waivers with respect to the Restroom installation, (c) an architect’s certification stating that the Restroom installation has been completed in accordance with the City of Waltham approved construction drawings and with the ADA and all applicable Laws, and certifying as of the date of this Lease relating to the 15,250 square feet in amount due and owing to contractors and (d) such other evidence that the Building occupied by MFSservices performed have been rendered with respect to, otherwise and materials used have been incorporated into, such Restroom installation, as Landlord shall correct such building code violations, which code violations either prevent Tenant from completing Tenant Improvements or occupying the Premisesmay reasonably request.