Common use of Condition of Demised Premises Clause in Contracts

Condition of Demised Premises. (A) Tenant hereby acknowledges and agrees that Landlord has performed all work and made all installations required of Landlord under the Existing Lease, that Tenant is accepting the Demised Premises in its current “as is” condition, and that, except as otherwise expressly set forth in Section 2.16(B) of this Agreement, and that Landlord shall not be required to perform any work, make any installations or incur any expense in or to the Demised Premises in order to prepare same for continued occupancy by Tenant. (B) (i) Notwithstanding anything to the contrary contained in Section 2.16(A) of this Agreement, Landlord, at its expense (except as otherwise provided in Section 2.16(B)(ii), below, except as pursuant to any extra work orders or change orders authorized by Tenant and except as may be otherwise noted on Exhibit “1” annexed hereto or on the final construction drawings prepared in connection with the Extension Work), shall cause its designated contractor (the “Contractor”) to perform and make certain work and certain installations in and to the Demised Premises in order to prepare same for continued occupancy by Tenant and in and to certain portions of the common areas of the Building; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord or the Contractor on the basis of the specifications shown and described, and subject to the terms and conditions set forth, in and on the Concept Plan that has been annexed hereto as Exhibit “1” (such work and installations sometimes herein referred to as the “Extension Work”). The parties acknowledge and agree that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and clarified by the set of General Notes that has been annexed hereto as an Exhibit “1-A” to this Agreement. In the event that there is a conflict or inconsistency between the provisions of this Agreement (including the Exhibit annexed hereto) and the work set forth on the final construction drawings to be prepared by Landlord or the Contractor for the Extension Work and approved by Landlord and Tenant after the date hereof, such final construction drawings shall be controlling. Tenant shall be responsible for moving and relocating all personnel and all furniture, equipment and other items of personal property in and about the Demised Premises in order to accommodate performance of the Extension Work, including, without limitation, all necessary disconnection, moving and re-connection of computer, data and telecommunications wiring and equipment in order to accommodate performance of the Extension Work. Tenant acknowledges and agrees that the Extension Work may be performed generally during a period while Tenant remains in use and occupancy of the Demised Premises, and that Landlord shall not be liable for any inconvenience to Tenant or for interference with Tenant’s business or use of the Demised Premises or any portion thereof during the performance of the Extension Work, although Landlord shall use its reasonable efforts to have the Contractor cooperate with Tenant to avoid unreasonably disrupting the conduct of Tenant’s business in the Demised Premises (provided, however, that such efforts shall not be construed as to require any aspect of the Extension Work to be performed on an overtime basis, unless Tenant specifically requests same and agrees to reimburse Landlord for the incremental cost increase associated with the performance of the subject work item on an overtime basis [as compared to performance thereof on a straight-time basis]).

Condition of Demised Premises. Subject to Section 9.01, by taking possession of the Demised Premises, Tenant accepts the Demised Premises as being (Ai) in the condition in which the Landlord is obligated to deliver them, and (ii) in good and sanitary order, condition and repair. Tenant hereby acknowledges shall at all times during the term of this Agreement, at its sole cost and agrees that Landlord has performed all work and made all installations required of Landlord under the Existing Leaseexpense, that Tenant is accepting keep the Demised Premises in its current “as is” conditiongood and sanitary order, condition and thatrepair, reasonable wear and tear excepted, with replacements of any damaged materials to be made by use of materials of equal or better quality to those damaged. Landlord shall be responsible for the correction of any latent defects in the Demised Premises. Landlord has no obligation to alter, install, add to, improve, repair, remodel or paint the Demised Premises except as otherwise specifically provided herein. Tenant acknowledges that Landlord has made no representations regarding the condition of the Demised Premises or the Building except as expressly set forth in Section 2.16(B) of this Agreement, and that Landlord shall not be required to perform any work, make any installations or incur any expense in or to the Demised Premises in order to prepare same for continued occupancy by Tenant. (B) (i) Notwithstanding anything to the contrary contained in Section 2.16(A) of this Agreement, Landlord, at its expense (except as otherwise provided in Section 2.16(B)(ii), below, except as pursuant to any extra work orders or change orders authorized by Tenant and except as may be otherwise noted on Exhibit “1” annexed hereto or on the final construction drawings prepared in connection with the Extension Work), shall cause its designated contractor (the “Contractor”) to perform and make certain work and certain installations in and to the Demised Premises in order to prepare same for continued occupancy by Tenant and in and to certain portions of the common areas of the Building; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord or the Contractor on the basis of the specifications shown and described, and subject to the terms and conditions set forth, in and on the Concept Plan that has been annexed hereto as Exhibit “1” (such work and installations sometimes herein referred to as the “Extension Work”). The parties acknowledge and agree that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and clarified by the set of General Notes that has been annexed hereto as an Exhibit “1-A” to this Agreement. In the event that there is a conflict or inconsistency between the provisions Tenant shall commit no act of this Agreement (including the Exhibit annexed hereto) and the work waste and, subject to Landlord's obligations set forth on the final construction drawings to be prepared by Landlord or the Contractor for the Extension Work and approved by Landlord and Tenant after the date hereofin Section 6.08, such final construction drawings shall be controlling. Tenant shall be responsible for moving and relocating all personnel and all furnituretake good care of Landlord's fixtures, equipment and other items of personal property appurtenances in and about the Demised Premises in order Premises. By way of example, and not intended to accommodate performance of the Extension Work, including, without limitationbe all-inclusive, all necessary disconnectionelectric, moving plumbing, heating, fire protection, elevator, telephone, telegraph, communication and re-connection of computerradio systems, data fixtures and telecommunications wiring outlets, venetian blinds, partitions, railings, gates, doors, walls, stairs, paneling, (including display cases and equipment cupboards recessed in order to accommodate performance of the Extension Work. Tenant acknowledges paneling), molding, shelving, radiators and agrees that the Extension Work may be performed generally during enclosures, cork, rubber, linoleum and composition floors, furniture and furnishings which are a period while Tenant remains in use and occupancy part of the Demised Premises, and ventilating, silencing, air conditioning and cooling equipment and all laboratory fixtures and equipment shall be deemed to be included in such furniture, fixtures, equipment, improvements and installations, whether or not attached to or built into the Demised Premises. Nothing in this section 9.04 shall be construed to give the Landlord title to or prevent Tenant's removal of Tenant's trade fixtures, equipment and furniture, provided that Landlord shall not be liable for Tenant repairs any inconvenience damage to Tenant or for interference with Tenant’s business or use of the Demised Premises caused by such removal. Except as otherwise provided in this Agreement, upon the expiration or any portion thereof during the performance of the Extension Worksooner termination hereof, although Landlord Tenant shall use its reasonable efforts to have the Contractor cooperate with Tenant to avoid unreasonably disrupting the conduct of Tenant’s business in surrender the Demised Premises to Landlord, together with all Alterations, fixtures, and repairs which have been made thereto (unless Landlord has required their removal as herein provided), however, that such efforts shall not be construed in the same condition as to require any aspect at the commencement of the Extension Work to be performed on an overtime basislease term, unless Tenant specifically requests same ordinary wear and agrees to reimburse Landlord for the incremental cost increase associated with the performance of the subject work item on an overtime basis [as compared to performance thereof on a straight-time basis])tear and insured casualty excepted.

Condition of Demised Premises. (A) A. Supplementing the provisions of Articles 15 and 21 hereof, Tenant hereby acknowledges and agrees that Landlord has performed all work and made all installations required shall take possession of Landlord under the Existing Lease, that Tenant is accepting the Demised Premises “AS IS,” it being expressly agreed that Owner shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant’s occupancy other than (a) to demolish and slab over the staircase between the 8th and 9th floors of the Building and (b) to remove any friable asbestos and any other asbestos or asbestos-containing materials required by law to be removed or encapsulated, in its current “as is” conditioneach case to the extent discovered within the Demised Premises provided that (i) Tenant notifies Owner of such asbestos in writing promptly after the discovery thereof, and that, except as otherwise expressly set forth in Section 2.16(B(ii) of this Agreement, and that Landlord Owner shall not be required to perform responsible for removing any workfloor tiles containing asbestos, make (iii) the discovery of such asbestos did not occur in connection with the negligence, improper act or omission or violation of this Lease by Tenant or Tenant’s contractors or subcontractors or any installations other party claiming by, through or incur any expense under Tenant, (iv) such asbestos-containing materials were not brought in or to the Demised Premises by Tenant or any party claiming by, through or under Tenant and (v) Tenant shall cooperate as reasonably requested by Owner in order connection with such removal (including by vacating such portions of the Demised Premises as shall be reasonably necessary therefor) (such items of work to be done by Owner pursuant to such clauses (a) and (b), collectively, “Owner’s Work”). Owner’s Work shall be done at Owner’s sole cost and expense, in a good and workerlike manner and in compliance with all applicable Laws, and to the extent Owner’s Work shall not be completed by the Commencement Date, Owner and Tenant shall cooperate reasonably and in good faith to coordinate the performance and completion of Owner’s Work and Tenant’s Changes (as hereinafter defined) such that one shall not unreasonably delay the other. If Owner’s Work is not substantially completed on or before the day that is ninety (90) days after Tenant’s written request to Owner to commence Owner’s Work (subject to Force Majeure (as hereinafter defined) and delays caused by the improper acts or omissions of Tenant) (the “Fixed Substantial Completion Date”), then the Rent Commencement Date shall be extended by one (1) day for each day (or portion of a day) from and after the Fixed Substantial Completion Date through and including the day Owner’s Work is substantially completed. As used herein, “substantially completed” shall mean achieving the stage of progress of Owner’s Work as shall not prevent or materially impair Tenant’s Initial Changes (as hereinafter defined) due to unfinished aspects of Owner’s Work. Tenant, at its sole cost and expense and in compliance with all applicable requirements of insurance bodies having jurisdiction and the provisions of this Lease (including, without limitation, Articles 3 and 42), may make such Tenant’s Changes in the Demised Premises as Tenant may consider necessary or desirable to prepare the same for continued occupancy by Tenant. (B) (i) ’s occupancy. B. Notwithstanding anything to the contrary contained in Section 2.16(A) any other provision of this Agreement, Landlord, at its expense (except as otherwise provided in Section 2.16(B)(ii), below, except as pursuant to any extra work orders or change orders authorized by Tenant and except as may be otherwise noted on Exhibit “1” annexed hereto or on the final construction drawings prepared in connection with the Extension Work), shall cause its designated contractor (the “Contractor”) to perform and make certain work and certain installations in and to the Demised Premises in order to prepare same for continued occupancy by Tenant and in and to certain portions of the common areas of the Building; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord or the Contractor on the basis of the specifications shown and described, and subject to the terms and conditions set forthLease, in and on the Concept Plan that has been annexed hereto as Exhibit “1” (such work and installations sometimes herein referred to as the “Extension Work”). The parties acknowledge and agree that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and clarified by the set of General Notes that has been annexed hereto as an Exhibit “1-A” to this Agreement. In the event that there at any time during the Term (a) Tenant is a conflict unable to use or inconsistency between the provisions of this Agreement (including the Exhibit annexed hereto) and the work set forth on the final construction drawings have access to be prepared by Landlord or the Contractor for the Extension Work and approved by Landlord and Tenant after the date hereof, such final construction drawings shall be controlling. Tenant shall be responsible for moving and relocating all personnel and all furniture, equipment and other items of personal property in and about the Demised Premises in order to accommodate performance of the Extension Work, including, without limitation, all necessary disconnection, moving and re-connection of computer, data and telecommunications wiring and equipment in order to accommodate performance of the Extension Work. Tenant acknowledges and agrees that the Extension Work may be performed generally during a period while Tenant remains in use and occupancy of the Demised Premises, and that Landlord shall not be liable for any inconvenience to Tenant or for interference with Tenant’s business or use of the Demised Premises or any portion thereof during for the performance of the Extension Work, although Landlord shall use its reasonable efforts to have the Contractor cooperate with Tenant to avoid unreasonably disrupting the ordinary conduct of Tenant’s business solely due to (I) the failure by Owner to provide repairs, heat, air cooling, water, elevator, electric and/or other services expressly required to be furnished by Owner under this Lease, or to comply with Laws expressly required to be complied with by Owner under this Lease, or (II) Owner’s performance of any alterations, restorations, work, installations or repair in the Building or the Demised Premises (providedother than any such alteration, howeverrestoration, work, installation or repair that Owner performs at Tenant’s request or by reason of Tenant’s failure to perform such efforts alteration, restoration, work, installation or repair) and any such condition continues for a period in excess of ten (10) consecutive days (or, if such condition is the result of Force Majeure, thirty (30) consecutive Business Days) after Tenant gives a notice to Owner (the “Abatement Notice”) stating that Tenant’s inability to use the Demised Premises or such portion thereof is solely due to such condition, (b) neither Tenant nor any party claiming by, through or under Tenant actually uses or occupies the Demised Premises or such portion thereof during such period, and (c) such condition has not resulted from a casualty or condemnation or from the default, negligence or willful misconduct of Tenant, Tenant’s agents or employees or any subtenant or other occupant of the Demised Premises, then Fixed Annual Rent and Additional Rent under Article 38 shall be abated as to the Demised Premises or affected portion (pro rata according to the proportion of the rentable square footage of the Demised Premises so affected) on a per diem basis for the period commencing on the eleventh (11th) day (or thirty-first (31st) Business Day, in the case of Force Majeure) after Tenant gives the Abatement Notice, and ending on the earlier of (i) the date Tenant or any party claiming by, through or under Tenant reoccupies the Demised Premises or such portion thereof for the ordinary conduct of its business, or (ii) the date on which such condition is substantially remedied such the Demised Premises can be reoccupied for the ordinary conduct of business. As used herein, “Force Majeure” shall mean strike, lockouts or other labor or industrial troubles, governmental pre-emption in connection with a national emergency, any enforcement or adoption of a Law in connection with an emergency or other catastrophic event, conditions of supply or demand that are affected by declared war or other national, state or municipal emergency, fire or other casualty, such as (by way of example) civil disturbance, acts of the public enemy, riot, sabotage, blockade, embargo, explosion or any other cause beyond a party’s reasonable control, whether or not similar to any of the causes hereinabove stated. Notwithstanding the foregoing, a party’s failure to make a payment of money, or any other event that derives from such party’s lack of funds, shall not be construed as to require any aspect of the Extension Work to be performed on an overtime basis, unless Tenant specifically requests same and agrees to reimburse Landlord constitute a “Force Majeure” event for the incremental cost increase associated with the performance of the subject work item on an overtime basis [as compared to performance thereof on a straight-time basis])purposes hereof.

Condition of Demised Premises. (Aa) Tenant hereby acknowledges has examined the Demised Premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and agrees that Landlord has performed all work and made all installations required of Landlord under the Existing Lease, that Tenant is accepting the Demised Premises in its current “as is” condition, and that, except as otherwise expressly set forth in Section 2.16(B) of this Agreement, and that Landlord Owner shall not be required to perform any work, make supply any installations materials or incur any expense in or to prepare the Demised Premises in order to prepare same for continued occupancy by Tenant. (B) (i) Notwithstanding anything to the contrary contained in Section 2.16(A) of this Agreement, Landlord, at its expense (except as otherwise provided in Section 2.16(B)(ii), below, except as pursuant to any extra work orders or change orders authorized by Tenant and except as may be otherwise noted on Exhibit “1” annexed hereto or on the final construction drawings prepared in connection with the Extension Work), shall cause its designated contractor (the “Contractor”) to perform and make certain work and certain installations in and to the Demised Premises in order to prepare same for continued occupancy by Tenant and in and to certain portions of the common areas of the Building's occupancy; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord or the Contractor on the basis of the specifications shown and described, and subject to the terms and conditions set forth, in and on the Concept Plan that has been annexed hereto as Exhibit “1” (such work and installations sometimes herein referred to as the “Extension Work”). The parties acknowledge and agree that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and clarified by the set of General Notes that has been annexed hereto as an Exhibit “1-A” to this Agreement. In the event that there is a conflict or inconsistency between the provisions of this Agreement (including the Exhibit annexed hereto) and the work set forth on the final construction drawings to be prepared by Landlord or the Contractor for the Extension Work and approved by Landlord and Tenant after the date hereof, such final construction drawings shall be controlling. Tenant shall be responsible for moving and relocating all personnel and all furniture, equipment and other items of personal property in and about the Demised Premises in order to accommodate performance of the Extension Work, including, without limitation, all necessary disconnection, moving and re-connection of computer, data and telecommunications wiring and equipment in order to accommodate performance of the Extension Work. Tenant acknowledges and agrees that the Extension Work may be performed generally during a period while Tenant remains in use and occupancy of the Demised Premises, and that Landlord shall not be liable for any inconvenience to Tenant or for interference with Tenant’s business or use of the Demised Premises or any portion thereof during the performance of the Extension Work, although Landlord shall use its reasonable efforts to have the Contractor cooperate with Tenant to avoid unreasonably disrupting the conduct of Tenant’s business in the Demised Premises (provided, however, that Owner agrees to (i) complete, at its own cost and expense, the work set forth in Exhibit B attached hereto and made a part hereof (hereinafter referred to as "Owner's Work"), and (ii) within the initial ninety (90) days of the term of the Lease, in connection with the two (2) westerly bathrooms, Owner shall (w) remove existing partitions and replace with new partitions, (x) remove existing mechanically suspended ceiling, repair all walls and ceilings and install new 6"x6" type flourescent lighting fixtures on stems, (y) replace existing toilets with new toilets, and (z) furnish and install new vinyl composition tile flooring and paint all walls, doors and trim. Tenant's Work and work done by Owner under subparagraph (iii) (x)-(z) shall be coordinated and each shall use reasonable efforts to coordinate their respective work and avoid undue interference with the work of the other party. No substitution shall be permitted on building standard work except when specifically approved in writing. No credit shall be given for omissions or reductions which Tenant may request to standard installation. Notwithstanding the foregoing, Tenant may select materials or increase the number of electrical fixtures, outlets or switches which would otherwise be initially furnished by Owner provided that (i) such efforts selection is indicated on Tenant's plans prior to commencement of construction and (ii) such additions or substitutions shall not increase the cost of construction. Any other changes made after commencement of construction shall be made by Owner at Owner's option but at Tenant's sole cost and expense. (b) Tenant represents that it shall install Building Standard (i) electrical wiring and receptacles (in accordance with the terms of this Lease), and (ii) voice and data wiring, which installations shall be coordinated with, and shall not interfere with or impede, Owner's installation of partitions in the Demised Premises, provided that such wiring in new and existing Building Standard partitions shall be concealed, and in all other areas installed in such a manner as to be as inconspicuous as possible (e.g. at inside corners of walls, and ceilings at beams). (i) The term of this Lease shall commence on the date the Demised Premises are ready for Tenant's occupancy (as provided in subparagraph (ii) below), or such earlier date as Tenant shall occupy any portion of the Demised Premises for the conduct of its business (the "Commencement Date") (but Tenant's occupancy for the purpose of doing its work described in subparagraph (b) hereinabove shall not be construed as considered occupancy by Tenant for the purposes of this subparagraph). (ii) The Demised Premises shall be deemed ready for occupancy on the date that Owner's Work (referred to require any aspect in subparagraph (a)(i) hereinabove) shall have been substantially completed; and it shall be so deemed notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the non-completion of which do not materially interfere with Tenant's use of the Extension Work to be performed on an overtime basis, unless Tenant specifically requests same and agrees to reimburse Landlord for Demised Premises. (iii) If the incremental cost increase associated with the performance occurrence of the subject work item conditions set forth in this Section 60(c) and thereby the making of the Demised Premises ready for occupancy shall be delayed due to any act or omission of Tenant or any of its employees, agents or contractors, the Demised Premises shall be deemed ready for occupancy on an overtime basis [as compared to performance thereof on a straight-time basis])the date when they would have been ready but for such delay.