Common use of Condition of Demised Premises Clause in Contracts

Condition of Demised Premises. Notwithstanding anything to the contrary in this Sublease, Sublandlord warrants and represents that as of the Commencement Date (as defined in Article III below), (i) the Demised Premises will be in good condition and repair and the electrical, mechanical, HVAC, plumbing, elevator and other systems serving the Demised Premises will be in good condition and repair; and (ii) the Demised Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC&R's"), all underwriter's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable thereto. Subtenant shall not be required to construct or pay the cost of complying with any CC&R's, underwriter's requirements or Laws requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular use of the Demised Premises. Subtenant's acceptance of the Demised Premises shall not be deemed a waiver of Subtenant's right to have defects in the Demised Premises repaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, and Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all warranties with respect to the Premises, which would reduce Subtenant's maintenance obligations hereunder and shall cooperate with Subtenant to enforce all such warranties. Except as otherwise expressly provided in this Sublease, Subtenant accepts possession of the Demised Premises in its "as is" condition as of the date of this Sublease. SCIDA makes no representations or warranties to the condition of or title to the Demised Premises.

Condition of Demised Premises. Notwithstanding anything Sublandlord shall, at its sole cost and expense, add certain walls to separately demise the Demised Premises as set forth on EXHIBIT B, all in accordance with Prime Landlord's standards for the Building. In addition, Sublandlord shall perform those alterations set forth on the attached EXHIBIT C ("SUBLANDLORD'S WORK"), in accordance with plans attached hereto as EXHIBIT D. All of Sublandlord's Work (and any demising wall installation) shall be performed in good and workmanlike manner in accordance with all applicable laws, codes and regulations. Except for Sublandlord's Work, Sublandlord shall deliver the Demised Premises vacant and free of Sublandlord's personalty except as described in Section 21 hereinbelow and in broom clean condition but otherwise in its "as is" condition. Except as set forth herein, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the contrary in Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease, Sublandlord warrants and represents that as . Subtenant's possession of the Demised Premises on the Commencement Date (as defined in Article III below), (ihereafter) shall be conclusive evidence that the Demised Premises have been delivered in accordance with the provisions of this Sublease and are acceptable to Subtenant, except for punch-list items and latent defects. Sublandlord shall be solely responsible for the cost of architectural and engineering plans detailing Sublandlord's Work for the scope of work set forth on the attached EXHIBIT D, said plans to be provided by ▇▇▇▇▇▇ Architects. To the extent that Subtenant makes material changes or additions to the scope of work set forth on EXHIBIT D, then Subtenant shall be solely responsible for any revised or additional architectural and engineering plans, unless such change or addition is required by applicable governmental authority. In addition to the cost of architectural plans as set forth in this paragraph, Sublandlord shall be responsible for up to the sum of Ninety Thousand One Hundred Five and 00/100 Dollars ($90,105.00)(the "SUBTENANT ALLOWANCE") towards the construction costs incurred in connection with Sublandlord's Work. All other costs and expenses in connection with Sublandlord's Work shall be borne by Subtenant, provided, however, Sublandlord shall finance and pay to the general contractor performing Sublandlord's Work any costs in excess of the Subtenant Allowance up to the maximum amount of Ninety Thousand One Hundred Five and 00/100 Dollars ($90,105.00), plus interest imputed at an annual rate of eight percent (8%)("CONSTRUCTION FINANCING"). The Construction Financing shall be amortized over the term of this Sublease (to be paid by Subtenant in equal monthly installments on the basis of $0.236 for each dollar of Construction Financing). Said additional Construction Financing shall constitute "Base Rent" as set forth in Section 5 below, and any failure to pay said amount shall be a default hereunder. Any additional construction costs in excess of One Hundred Eighty Thousand Two Hundred Ten and 00/100 Dollars ($180,210.00)(consisting of the Subtenant Allowance plus the amount of the Construction Financing to be amortized as set forth in this paragraph) shall be referred to as "EXCESS CONSTRUCTION COSTS" and shall, after Sublandlord has paid and exhausted the Subtenant Allowance and Construction Financing, be paid in full within fifteen (15) from the date of Subtenant's receipt of invoices and reasonable supporting information sent by Sublandlord. Sublandlord shall promptly provide Subtenant with copies of all invoices(s) and any reasonable supporting documentation with respect to all of Sublandlord's Work. Sublandlord shall act as construction manager with respect to Sublandlord's Work, at no additional cost to Subtenant. Subtenant shall have the right to request that Sublandlord accepts bids for Sublandlord's Work from one (1) additional general contractor in addition to ▇▇▇▇▇▇▇ Construction. Subtenant shall have the right to review all bids obtained by Sublandlord, and the parties shall mutually agree on the selection of the general contractor. The general contractor retained to perform Sublandlord's Work shall be required to obtain three (3) separate bids from subcontractors for each phase of Sublandlord's Work. Sublandlord shall not agree to any change order relating to the scope, price or completion date of Sublandlord's Work without having obtained the prior written consent of Subtenant. Sublandlord further agrees to take reasonable efforts to enforce the one (1) year labor and materials guaranty that will be provided by the general contractor; provided however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in good condition and repair and connection with the electricalsame. Subtenant shall make no alterations, mechanical, HVAC, plumbing, elevator and other systems serving additions or improvements to the Demised Premises will be in good condition without the prior written consent of Sublandlord and repair; and (ii) the Demised Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC&R's"), all underwriter's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable thereto. Subtenant shall not be required to construct or pay the cost of complying with any CC&R's, underwriter's requirements or Laws requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular use of the Demised Premises. Subtenant's acceptance of the Demised Premises shall not be deemed a waiver of Subtenant's right to have defects in the Demised Premises repaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, and Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all warranties with respect to the Premises, which would reduce Subtenant's maintenance obligations hereunder and shall cooperate with Subtenant to enforce all such warranties. Except as otherwise expressly provided in this Sublease, Subtenant accepts possession of the Demised Premises in its "as is" condition as of the date of this Sublease. SCIDA makes no representations or warranties to the condition of or title to the Demised PremisesPrime Landlord.

Condition of Demised Premises. Notwithstanding anything Sublandlord shall deliver the Demised Premises in broom clean but otherwise in its "as is" condition, except for adding certain demising walls and completing other work to make the contrary in Building suitable for more than one tenant ("Sublandlord's Work"). Sublandlord shall promptly commence Sublandlord's Work after Prime Landlord has consented to this SubleaseSublease and shall use diligent efforts to complete said work as soon as practicable, Sublandlord warrants and represents although Subtenant expressly acknowledges that Sublandlord's Work may not be completed as of the Commencement Date (as defined in Article III belowhereafter), (i) the Demised Premises will be in good condition and repair and the electrical, mechanical, HVAC, plumbing, elevator and other systems serving the Demised Premises will be in good condition and repair; and (ii) the Demised Premises shall conform Sublandlord's failure to all requirements of covenants, conditions, restrictions and encumbrances ("CC&R's"), all underwriterhave completed Sublandlord's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable thereto. Subtenant Work by said date shall not be required to construct delay the Commencement Date or pay the cost of complying with any CC&R's, underwriter's requirements or Laws requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular obligations hereunder. In the event Sublandlord's Work is not completed by the Commencement Date, Sublandlord shall use diligent efforts to complete said work as soon as practicable thereafter, and shall use reasonable efforts to minimize any interference with Subtenant's use of the Demised Premises. Subtenant's acceptance Except as set forth herein, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises shall are not be deemed a waiver of applicable to this Sublease. Subtenant's right to have defects in the Demised Premises repaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, and Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all warranties with respect to the Premises, which would reduce Subtenant's maintenance obligations hereunder and shall cooperate with Subtenant to enforce all such warranties. Except as otherwise expressly provided in this Sublease, Subtenant accepts possession of the Demised Premises on the Commencement Date (as defined hereafter) shall be conclusive evidence that the Demised Premises have been delivered in its "as is" condition as of accordance with the date provisions of this SubleaseSublease and are acceptable to Subtenant. SCIDA makes Except as set forth in the attached EXHIBIT C, Subtenant shall make no representations alterations, additions or warranties to the condition of or title improvements to the Demised PremisesPremises without the prior written consent of Sublandlord and Prime Landlord, which consent shall not be unreasonably withheld or delayed by Sublandlord.

Condition of Demised Premises. Notwithstanding anything Prior to May 1, 2004 (subject to delays caused by Force Majeur or any events beyond the contrary reasonable control of Sublandlord), Sublandlord, at its sole costs and expense, shall add certain demising walls and complete other necessary work to make the Building suitable for more than one tenant ("Sublandlord's Base Building Work"). In addition, Sublandlord shall perform those alterations set forth on the attached EXHIBIT C ("Sublandlord's Work"), in accordance with plans attached hereto as EXHIBIT D and Sublandlord's Wiring Work as described in Section 21 of this Sublease, all by the Commencement Date. All work performed by or on behalf of Sublandlord warrants shall be performed in a good and represents workmanlike manner using materials of substantially equal quality as are currently in the Building. Except for Sublandlord's Base Building Work, Sublandlord's Work and Sublandlord's Wiring Work, Sublandlord shall deliver the Demised Premises in broom clean but otherwise in its "as is" condition. Except as set forth herein, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the Demised Premises, and the Subtenant acknowledges that as the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease. Subtenant's possession of the Demised Premises on the Commencement Date (as defined in Article III below), (ihereafter) shall be conclusive evidence that the Demised Premises will be have been delivered in good condition and repair and accordance with the electrical, mechanical, HVAC, plumbing, elevator and other systems serving the Demised Premises will be in good condition and repair; and (ii) the Demised Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC&R's"), all underwriter's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable thereto. Subtenant shall not be required to construct or pay the cost of complying with any CC&R's, underwriter's requirements or Laws requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular use of the Demised Premises. Subtenant's acceptance of the Demised Premises shall not be deemed a waiver of Subtenant's right to have defects in the Demised Premises repaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, and Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all warranties with respect to the Premises, which would reduce Subtenant's maintenance obligations hereunder and shall cooperate with Subtenant to enforce all such warranties. Except as otherwise expressly provided in this Sublease, Subtenant accepts possession of the Demised Premises in its "as is" condition as of the date provisions of this Sublease. SCIDA makes no representations or warranties Sublease and are acceptable to the condition of or title Subtenant, excluding latent defects and work to the Demised Premisesbe performed by Sublandlord herein that has not been completed.

Condition of Demised Premises. Notwithstanding anything Sublandlord shall perform those alterations set forth on the attached EXHIBIT C (the "BUILDOUT WORK") in a good and workmanlike manner, and in accordance with plans attached hereto as EXHIBIT D. Sublandlord acknowledges and agrees that the Buildout Work shall be more fully described in a set of plans and specifications and construction documents acceptable to Sublandlord and Subtenant and to be prepared by Margulies & Associates and AHA Engineers (the "Architectural and Engineering Plans") following good engineering practices. The costs for the Buildout Work shall be paid by Sublandlord and Subtenant in accordance with the allocation set forth on EXHIBIT D. Except for Buildout Work, Sublandlord shall deliver the Demised Premises vacant and free of Sublandlord's personalty with all Supplemental Systems in good operating order, and in broom clean but otherwise in its "as is" condition, in accordance with all town, state and local codes, ordinances, regulations and requirements. Except as set forth herein and in the Architectural and Engineering Plans, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the contrary in Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease, Sublandlord warrants and represents that as . Subtenant's possession of the Demised Premises on the Commencement Date (as defined in Article III below), (ihereafter) shall be conclusive evidence that the Demised Premises will be have been delivered in good condition accordance with the provisions of this Sublease and repair and are acceptable to Subtenant; provided, however, that Subtenant shall have a period of thirty (30) days following the electrical, mechanical, HVAC, plumbing, elevator and other systems serving Commencement Date in which to examine the Demised Premises will be in good condition and repair; and (ii) the Demised Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances ("CC&R's"), all underwriter's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable thereto. Subtenant shall not be required to construct or pay the cost of complying with determine whether there are any CC&R's, underwriter's requirements or Laws requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular use of the Demised Premises. Subtenant's acceptance of the Demised Premises shall not be deemed a waiver of Subtenant's right to have defects material variations in the Demised Premises repaired at Sublandlord's sole expensefrom the requirements set forth in EXHIBIT C, EXHIBIT D and/or the Architectural and Engineering Plans. In the event that Subtenant discovers any such variations, Subtenant shall give notice submit a written description of such items (the "Punch List") to Sublandlord whenever any within such defect becomes reasonably apparentthirty (30) day period, and Sublandlord shall repair promptly remedy such defect as soon as practicablevariations. Sublandlord also hereby assigns shall be solely responsible for the cost of the Architectural and Engineering Plans detailing the Buildout Work for the scope of work set forth on the attached EXHIBIT D. To the extent that Subtenant makes material changes or additions to the scope of work set forth on EXHIBIT D, then Subtenant all warranties shall be solely responsible for any revised or additional Architectural and Engineering Plans. Sublandlord shall act as construction manager with respect to the PremisesBuildout Work, which would reduce at no additional cost to Subtenant's maintenance obligations hereunder . Sublandlord and shall Subtenant agree to cooperate with Subtenant each other in order to enforce all such warranties. Except as otherwise expressly provided in this Sublease, Subtenant accepts possession obtain the certificate of occupancy for the Demised Premises in its "as is" condition as from the Town of the date of this SubleaseBedford. SCIDA makes Subtenant shall make no representations alterations, additions or warranties to the condition of or title improvements to the Demised Premises.Premises without the prior written consent of Sublandlord and Prime Landlord (Sublandlord's consent not to be unreasonably withheld or delayed), except that Subtenant shall be allowed to perform certain "SUBTENANT'S WORK" as set forth on EXHIBIT E.

Condition of Demised Premises. Notwithstanding anything Sublandlord shall deliver the Demised Premises in broom clean but otherwise in its "as is" condition. Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the contrary in Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease, Sublandlord warrants and represents that as . Subtenant's possession of the Demised Premises on the Commencement Date (as defined in Article III below), (ihereafter) shall be conclusive evidence that the Demised Premises will be have been delivered in good condition accordance with the provisions of this Sublease and repair and the electricalare acceptable to Subtenant. Subtenant shall make no alterations, mechanical, HVAC, plumbing, elevator and other systems serving additions or improvements to the Demised Premises will without the prior written consent of Sublandlord and Prime Landlord All alterations, additions or improvements to the Premises shall be in good condition and repair; and (ii) subject to the provisions of the Prime Lease. Notwithstanding the above, Sublandlord acknowledges that the Prime Landlord shall undertake certain alterations to the Demised Premises shall conform to all requirements of covenants, conditions, restrictions and encumbrances (the "CC&R'sPrime Landlord Alterations"), all underwriter's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable theretoas set forth in the Landlord Consent. Subtenant shall not be required to construct or pay the cost of complying with any CC&R's, underwriter's requirements or Laws requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular use of the Demised Premises. Subtenant's acceptance of the Demised Premises shall not be deemed a waiver of Subtenant's right to have defects in the Demised Premises repaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, and acknowledges that Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all warranties have no responsibility for any costs or expenses with respect to either the Premises, which would reduce Subtenant's maintenance obligations hereunder and shall cooperate with Subtenant to enforce all such warranties. Except as otherwise expressly provided in this Sublease, Subtenant accepts possession of the Demised Premises in its "as is" condition as of the date of this Sublease. SCIDA makes no representations Prime Landlord Alterations or warranties to the condition of or title to the Demised Premisesany restoration thereof.