Common use of Condition of Subleased Premises Clause in Contracts

Condition of Subleased Premises. 2.1 Attached hereto as Exhibit 2 is a description of work (the "Base Building ------------- Work"), including a list of plans and specifications for such Base Building ---- Work, necessary to improve the premises leased under the Primary Sublease with a four-story office building (the "Building") and related improvements. Attached -------- hereto as Exhibit 2 is a description of work (the "Leasehold Improvement Work"), --------- -------------------------- including a list of plans and specifications for such Leasehold Improvement 2.2 Attached hereto as Exhibit 8 is a list of all permits, approvals, consents --------- and licenses (collectively, the "Approvals") required for construction of the --------- Work, including the dates upon which such Approvals are to be obtained. Sublessor represents and warrants to Sublessee that the Approvals constitute all of the permits, approvals, consents and licenses required for performance of the Work and operation of the Building and related improvements. 2.3 Sublessor shall perform all of the Work diligently and continuously to completion, in accordance with all plans and specifications therefor and first- class construction and engineering practice, the requirements of all Documents and all Approvals, and pursuant to all applicable laws, codes and regulations, including without limitation the requirements of the Americans with Disabilities Act. 2.4 Sublessor shall use diligent efforts to obtain all Approvals by the dates therefor set forth in Exhibit 8, and to commence and perform the Work so as to achieve the construction milestones set forth in Exhibit 8 by the dates therefor set forth in such Exhibit. In the event Sublessor fails to obtain an Approval by the "drop dead date" therefor set forth in Exhibit 8, or, except for the "Tenant Floorplan Finalized" and the "Bottomline Approval of (TI) Pricing" matters and excepting any delays in Tenant Floorplan Finalized which shall cause delay in the "Tenant Improvement Construction Document Completed", the Sublessor fails to achieve a construction milestone by the date set forth in Exhibit 8, then Sublessee shall have the right, exercisable by notice of Sublessor given at any time while such failure persists, to terminate this Sublease. The construction milestone dates set forth in Exhibit 8 shall be extended one day up to a maximum of 180 days for each day of delay caused by the occurrence of an event of "Force Majeure" defined as follows:

Condition of Subleased Premises. 2.1 Attached hereto as Exhibit 2 is Sublandlord, at Sublandlord’s sole cost and expense, shall deliver the Subleased Premises to Subtenant in a description professionally-cleaned condition, with the carpet professionally cleaned and all stains removed prior to the Early Access Date, with all of work Sublandlord’s signage or branding removed and patched and painted, and wired (the "Base Building ------------- Work"), including a list of plans low-voltage and specifications for such Base Building ---- Work, necessary high voltage) to improve the premises leased under the Primary Sublease with a four-story office building (the "Building") and related improvementsexisting workstations. Attached -------- hereto as Exhibit 2 is a description of work (the "Leasehold Improvement Work"), --------- -------------------------- including a list of plans and specifications for such Leasehold Improvement 2.2 Attached hereto as Exhibit 8 is a list of all permits, approvals, consents --------- and licenses (collectively, the "Approvals") required for construction If Sublandlord fails to deliver possession of the --------- WorkSubleased Premises to Subtenant on or before the Target Commencement Date set forth in Section 2.1 for any reason whatsoever, including then this Sublease shall not be void or voidable, nor shall Sublandlord be liable to Subtenant for any loss or damage. Subtenant acknowledges that it has had an opportunity to thoroughly inspect the dates upon which such Approvals are to be obtained. Sublessor represents and warrants to Sublessee that the Approvals constitute all condition of the permitsSubleased Premises, approvalsand, consents and licenses required for performance except as expressly provided in this Section 5, Subtenant agrees that it is leasing the Subleased Premises on an “AS IS” basis, with all defects, without any representation or warranty by Sublandlord or its agents as to the condition of the Work and operation of the Building and related improvements. 2.3 Sublessor shall perform all of the Work diligently and continuously to completion, in accordance with all plans and specifications therefor and first- class construction and engineering practice, the requirements of all Documents and all ApprovalsSubleased Premises or their fitness for Subtenant’s use, and pursuant subject to all applicable zoning, municipal, county and state laws, codes ordinances and regulations, including without limitation regulations governing and regulating the requirements use of the Americans with Disabilities Act. 2.4 Sublessor shall use diligent efforts to obtain all Approvals by the dates therefor set forth in Exhibit 8Subleased Premises, and any easements, covenants or restrictions of record. Subject to commence the provisions of Section 5.2 and perform Section 5.3 below, by taking possession of the Work so as to achieve the construction milestones set forth in Exhibit 8 by the dates therefor set forth in such Exhibit. In the event Sublessor fails to obtain an Approval by the "drop dead date" therefor set forth in Exhibit 8Subleased Premises, or, except for the "Tenant Floorplan Finalized" and the "Bottomline Approval of (TI) Pricing" matters and excepting any delays in Tenant Floorplan Finalized which shall cause delay in the "Tenant Improvement Construction Document Completed", the Sublessor fails to achieve a construction milestone by the date set forth in Exhibit 8, then Sublessee shall have the right, exercisable by notice of Sublessor given at any time while such failure persists, to terminate this Sublease. The construction milestone dates set forth in Exhibit 8 Subtenant conclusively shall be extended one day up deemed to a maximum have accepted the Subleased Premises in their as-is, then-existing condition, without any warranty whatsoever of 180 days Sublandlord with respect thereto, and Subtenant acknowledges that it has satisfied itself that the Subleased Premises are suitable for each day of delay caused by the occurrence of an event of "Force Majeure" defined as follows:its intended use.

Condition of Subleased Premises. 2.1 Attached hereto (a) Sublandlord hereby subleases to Subtenant, and Subtenant hereby hires from Sublandlord, the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its "as Exhibit 2 is a description is," "where is," "with all faults" condition existing on the date hereof, subject to the completion of work (the "Landlord's Base Building ------------- Work (as it may be affected by the Subleased Premises Work") and the Subleased Premises Work (as defined in Section 4(b) below) as provided herein but without requiring any other Alterations (as defined below), including a list improvements, repairs or decorations to be made by Sublandlord or at Sublandlord's expense, either at the time possession is given to Subtenant or during the entire Term of plans and specifications this Sublease, or any extension thereof, except for such Base Building ---- Work, necessary to improve the premises leased under performance of Subleased Premises Work as provided in the Primary Sublease with a four-story office building (the "Building") and related improvements. Attached -------- hereto as Exhibit 2 is a description of work (the "Leasehold Improvement Work"Work Letter referenced in Section 4(b), --------- -------------------------- including a list of plans and specifications for such Leasehold Improvement 2.2 Attached hereto as Exhibit 8 is a list of all permits, approvals, consents --------- and licenses (collectively, the "Approvals") required for construction of the --------- Work, including the dates upon which such Approvals are to be obtained. Sublessor represents and warrants to Sublessee that the Approvals constitute all of the permits, approvals, consents and licenses required for performance of the Work and operation of the Building and related improvements. 2.3 Sublessor shall perform all of the Work diligently and continuously to completion, in accordance with all plans and specifications therefor and first- class construction and engineering practice, the requirements of all Documents and all Approvalsbelow, and pursuant without any requirement or obligation of Sublandlord to all applicable lawsreimburse Subtenant or provide any allowance for any improvements, codes and regulationsrepairs, including without limitation the requirements of the Americans with Disabilities Act. 2.4 Sublessor shall use diligent efforts to obtain all Approvals by the dates therefor set forth in Exhibit 8decorations, and to commence and perform the Work so painting or carpeting, except as to achieve the construction milestones set forth in Exhibit 8 by the dates therefor set forth in such ExhibitWork Letter. In connection therewith, Subtenant acknowledges that it has been given adequate time to examine the event Sublessor fails to obtain an Approval by the "drop dead date" therefor Subleased Premises, and that, except as expressly set forth in Exhibit 8this Sublease, orno representation or warranty, except either express or implied, written or oral, has been made by Sublandlord with respect to the Building and Land or the suitability of the Subleased Premises for any use or purpose by Subtenant. (b) The initial tenant improvements to the Subleased Premises (the "Tenant Floorplan Finalized" and Subleased Premises Work") shall be performed by Overlandlord pursuant to the provisions of Schedule 4(b), attached (the "Bottomline Approval Work Letter"). Sublandlord shall deliver possession of the Subleased Premises to the Subtenant on the Commencement Date broom clean, free of occupants, in compliance with all Legal Requirements (TIas defined below) Pricing" matters applicable to the Subleased Premises and excepting any delays in Tenant Floorplan Finalized which shall cause delay in the "Tenant Improvement Construction Document Completed", the Sublessor fails Permitted Use generally (as opposed to achieve a construction milestone by the date set forth in Exhibit 8, then Sublessee shall have the right, exercisable by notice of Sublessor given at any time while such failure persists, to terminate this Sublease. The construction milestone dates set forth in Exhibit 8 shall be extended one day up to a maximum of 180 days for each day of delay caused by the occurrence of an event of "Force Majeure" defined as follows:Subtenant's particular use).

Condition of Subleased Premises. 2.1 Attached hereto (a) Sublandlord hereby subleases to Subtenant, and Subtenant hereby hires from Sublandlord, the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as Exhibit 2 is a description is,” “where is,” “with all faults” condition existing on the date hereof, subject to the completion of work (the "Landlord’s Base Building ------------- Work (as it may be affected by the Subleased Premises Work") and the Subleased Premises Work (as defined in Section 4(b) below) as provided herein but without requiring any other Alterations (as defined below), including a list improvements, repairs or decorations to be made by Sublandlord or at Sublandlord’s expense, either at the time possession is given to Subtenant or during the entire Term of plans and specifications this Sublease, or any extension thereof, except for such Base Building ---- Work, necessary to improve the premises leased under performance of Subleased Premises Work as provided in the Primary Sublease with a four-story office building (the "Building") and related improvements. Attached -------- hereto as Exhibit 2 is a description of work (the "Leasehold Improvement Work"Work Letter referenced in Section 4(b), --------- -------------------------- including a list of plans and specifications for such Leasehold Improvement 2.2 Attached hereto as Exhibit 8 is a list of all permits, approvals, consents --------- and licenses (collectively, the "Approvals") required for construction of the --------- Work, including the dates upon which such Approvals are to be obtained. Sublessor represents and warrants to Sublessee that the Approvals constitute all of the permits, approvals, consents and licenses required for performance of the Work and operation of the Building and related improvements. 2.3 Sublessor shall perform all of the Work diligently and continuously to completion, in accordance with all plans and specifications therefor and first- class construction and engineering practice, the requirements of all Documents and all Approvalsbelow , and pursuant without any requirement or obligation of Sublandlord to all applicable lawsreimburse Subtenant or provide any allowance for any improvements, codes and regulationsrepairs, including without limitation the requirements of the Americans with Disabilities Act. 2.4 Sublessor shall use diligent efforts to obtain all Approvals by the dates therefor set forth in Exhibit 8decorations, and to commence and perform the Work so painting or carpeting, except as to achieve the construction milestones set forth in Exhibit 8 by the dates therefor set forth in such ExhibitWork Letter. In connection therewith, Subtenant acknowledges that it has been given adequate time to examine the event Sublessor fails to obtain an Approval by the "drop dead date" therefor Subleased Premises, and that, except as expressly set forth in Exhibit 8, or, except for the "Tenant Floorplan Finalized" and the "Bottomline Approval of (TI) Pricing" matters and excepting any delays in Tenant Floorplan Finalized which shall cause delay in the "Tenant Improvement Construction Document Completed", the Sublessor fails to achieve a construction milestone by the date set forth in Exhibit 8, then Sublessee shall have the right, exercisable by notice of Sublessor given at any time while such failure persists, to terminate this Sublease. , no representation or warranty, either express or implied, written or oral, has been made by Sublandlord with respect to the Building and Land or the suitability of the Subleased Premises for any use or purpose by Subtenant. (b) The construction milestone dates set forth in Exhibit 8 initial tenant improvements to the Subleased Premises (the “Subleased Premises Work”) shall be extended one day up performed by Overlandlord pursuant to a maximum the provisions of 180 days for each day Schedule 4(b), attached (the “Work Letter”). Sublandlord shall deliver possession of delay caused by the occurrence Subleased Premises to the Subtenant on the Commencement Date broom clean, free of an event of "Force Majeure" occupants, in compliance with all Legal Requirements (as defined below) applicable to the Subleased Premises and Permitted Use generally (as follows:opposed to Subtenant’s particular use).

Condition of Subleased Premises. 2.1 Attached hereto Except as Exhibit 2 hereinafter provided, Subtenant understands and agrees that no materials whatever are to be furnished by Sublandlord and no work whatever is a description to be performed by Sublandlord in connection with the Premises or any part thereof, and Subtenant agrees to accept the Premises in its "as-is" and "where-is" condition as of the commencement date of the Term, except that Sublandlord agrees to deliver the Premises to Subtenant in vacant and "broom-clean" condition and will have performed at its sole cost and expense all of the work (the "Base Building ------------- Sublandlord's Work")) specified on Schedule A annexed hereto. Sublandlord is not liable or responsible for or bound in any manner by any express or implied representations, including a list of plans and specifications for such Base Building ---- Workwarranties, necessary covenants, agreements, obligations, guarantees, statements, information or inducements pertaining to improve the premises leased under the Primary Sublease with a four-story office building (the "Building") and related improvements. Attached -------- hereto as Exhibit 2 is a description of work (the "Leasehold Improvement Work"), --------- -------------------------- including a list of plans and specifications for such Leasehold Improvement 2.2 Attached hereto as Exhibit 8 is a list of all permits, approvals, consents --------- and licenses (collectivelyPremises or any part thereof, the "Approvals") required fee title and physical and environmental condition thereof, the quantity, character, fitness and quality thereof, merchantability, fitness for construction particular purpose, the income, expenses or operation thereof, the value and profitability thereof, the uses which can be made thereof or any other matter or thing whatsoever with respect thereto. Subtenant acknowledges, agrees, represents and warrants that it has had the opportunity and has in fact inspected the Premises, and that it has had access to information and data relating to all of same as Subtenant has considered necessary, prudent, appropriate or desirable for the --------- Workpurposes of this transaction and, without limiting the foregoing, that Subtenant and/or Subtenant's agents and representatives have independently inspected, examined, analyzed and appraised all of same, including the dates upon which such Approvals are to be obtainedcondition, value and profitability thereof. Sublessor represents Without limiting the foregoing, Subtenant acknowledges and warrants to Sublessee that the Approvals constitute all of the permitsagrees that, approvals, consents and licenses required for performance of the Work and operation of the Building and related improvements. 2.3 Sublessor shall perform all of the Work diligently and continuously to completion, in accordance with all plans and specifications therefor and first- class construction and engineering practice, the requirements of all Documents and all Approvals, and pursuant to all applicable laws, codes and regulations, including without limitation the requirements of the Americans with Disabilities Act. 2.4 Sublessor shall use diligent efforts to obtain all Approvals by the dates therefor except as expressly set forth in Exhibit 8, and to commence and perform the Work so as to achieve the construction milestones set forth in Exhibit 8 by the dates therefor set forth in such Exhibit. In the event Sublessor fails to obtain an Approval by the "drop dead date" therefor set forth in Exhibit 8, or, except for the "Tenant Floorplan Finalized" and the "Bottomline Approval of (TI) Pricing" matters and excepting any delays in Tenant Floorplan Finalized which shall cause delay in the "Tenant Improvement Construction Document Completed", the Sublessor fails to achieve a construction milestone by the date set forth in Exhibit 8, then Sublessee shall have the right, exercisable by notice of Sublessor given at any time while such failure persists, to terminate this Sublease, Sublandlord is not liable or responsible for or bound in any manner by (and Subtenant has no relief upon) any oral or written or supplied guarantees, statements, information or inducements pertaining to the Premises or any part thereof, such condition and such operation and any other information respecting same furnished by or obtained from Sublandlord or any agent or representative of Sublandlord. The construction milestone dates set forth in Exhibit 8 shall be extended one day up to a maximum Without limiting the foregoing, Subtenant acknowledges and agrees that, with the exception of 180 days for each day of delay caused by Sublandlord's Work, Subtenant is leasing the occurrence of an event of Premises "Force MajeureAS IS" defined as follows:at the Sublease commencement date.