Common use of Condition of the Premises Clause in Contracts

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 3 contracts

Sources: Lease Modification, Extension and Additional Space Agreement, Sublease Agreement (Delcath Systems, Inc.), Lease Modification, Extension and Additional Space Agreement (Delcath Systems Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently acknowledges that, except as expressly set forth in occupancy this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Original Premises, has inspected the same and the Building and is fully familiar or the Property, or with respect to the physical condition thereof and Tenant agrees to accept suitability of the Original Premises at Premises, the Extended Term Commencement Date in its then “as is” conditionBuilding or the Property for the conduct of Tenant’s business. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to the Original Premises in order to make it suitable and ready pay for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do or construct any work in or improvements to the Additional Space Premises except as otherwise expressly set forth in order to make it suitable and ready for occupancy and use by Tenant, except this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the extent expressly provided for contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in material compliance with all Applicable Laws with reasonable dispatch(in each case, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy without regard for any of the Original Premises and such work shall not constitute an eviction of Tenant in whole Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason the obligations of any inconvenience, injury other tenants in the Building with respect to Tenant’s business or otherwise, their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in order connection therewith other than to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlordextent provided in Section 14.6, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenantbelow; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made upon the Commencement Date, the Building systems provided by LandlordLandlord and serving the Premises including electrical, or its agentsHVAC, plumbing and other utility systems shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overheadin good working order and condition. Any further changes in or additions Subject to the Additional Space after foregoing and Landlord’s obligation to repair latent defects in the Base Building Work has been completedas expressly provided in Section 1.1 of Exhibit 3.1, which shall be (a) requested by Tenant or Tenant’s designated agents,execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Appears in 3 contracts

Sources: Lease Agreement (Codiak BioSciences, Inc.), Lease Agreement (Codiak BioSciences, Inc.), Lease Agreement (Codiak BioSciences, Inc.)

Condition of the Premises. (a) The parties acknowledge LCZ hereby acknowledges that Tenant LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is currently in occupancy based upon LCZ's personal inspection of the Original Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, has inspected the same and the Building and is fully familiar Premises' compliance with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in Americans with Disabilities Act, or with respect to the Original existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises in order to make it suitable and ready hereby disclaims any implied warranty regarding the fitness for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Spaceany particular purpose, is fully familiar with the physical condition thereof and agrees to accept possession quality or merchantability of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do Premises or any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except portion thereof. Except to the extent expressly otherwise provided for in this Article 3. 3.02 Landlord Lease Agreement, the Premises shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedbe leased to LCZ on an "AS-IS, howeverWHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and CITY shall not be a ground required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any abatement of rent and shall purpose whatsoever. LCZ agrees that it will not impose liability on Landlord by reason of seek to recover from CITY any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises costs that may be required incurred for the performance clean-up or remediation in any manner of any portion toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of Landlord’s Workwhere now located, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with specifically waives any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, right to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rentrecovery thereof. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 3 contracts

Sources: Construction and Ground Lease Agreement, Construction and Ground Lease Agreement, Construction and Ground Lease Agreement

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy SECTION 1. Lessor agrees, at its expense, to cause the roof and all structural components of the Original PremisesBuildings, has inspected the same all common areas, and the Building building systems serving the Demised Premises (including without limitation, the electric, plumbing, heat, fire, safety, and is fully familiar with the physical HVAC systems) to be in good operating condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges working order and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws applicable codes and regulations (including without limitation, the Americans with reasonable dispatchDisabilities Act) as of the date of this Lease. Lessee agrees that, subject to delay by causes beyond Landlord’s control the above statement, as of the date hereof, the Demised Premises are being leased to the Lessee in "as is" condition, without representation or warranty of any kind as to its state of repair or condition or compliance with applicable laws. The Lessee acknowledges its occupancy under a prior lease and its familiarity with the Premises. The Lessee agrees to maintain the Demised Premises in substantially their present condition taking into account its uses on the date hereof and in full compliance with applicable laws throughout the term of this Lease, reasonable wear and use, fire and casualty and condemnation only excepted. All work performed by the action or inaction of Tenant; providedLessee shall be done in a good and workmanlike manner and in compliance with all applicable laws, however, that Tenant acknowledges ordinances and regulations relative thereto. The Lessee further agrees that (a) Landlord’s Work will the Demised Premises shall be performed during normal business hours (unless Landlordkept and maintained throughout the term of this Lease in compliance with all laws, in its sole discretionordinances, elects otherwise) while Tenant remains in occupancy rules and regulations of any duly constituted governmental authority having jurisdiction over the Original Premises and such work Premises. The Lessee shall not constitute an eviction permit or commit any waste. The cost of Tenant in whole or in partcapital repairs and capital replacement, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agentsresulting from Lessee's alterations, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance obligation of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentLessor. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 2 contracts

Sources: Lease (Digitalnet Holdings Inc), Lease (Digitalnet Holdings Inc)

Condition of the Premises. (a) The parties acknowledge Except as expressly provided in paragraph (b) below, the Premises are being leased in their current condition AS IS, WITHOUT REPRESENTATION OR WARRANTY by Landlord, and that Landlord shall not be required to perform any work or improvements, or pay any allowance or amount on account thereof except as hereinafter specifically provided, to prepare the Premises for Tenant’s use. Tenant is currently in occupancy has made the necessary investigations to determine that Tenant’s proposed use of the Original Premises, Premises is permitted under applicable codes and ordinances. Tenant acknowledges that it has inspected the same Premises and the Building common areas of the Condominium, and is fully familiar with has found the physical condition thereof and Tenant agrees same to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready be satisfactory for continued occupancy and use by Tenanttheir intended uses. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional SpaceLandlord agrees, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedexpense, howeverto create two (2) openings with lockable doorways between the Premises and Landlord’s Units (one doorway opening and door on each of the ground floor and the lower level), that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreementsubstantially as shown on Exhibit A, attached hereto. Landlord shall perform also install a “card-swipe” or keypad (or comparable) locking devices so as to enable Tenant’s employees to have access to the restrooms and kitchenette located in Landlord’s Units, and to enable Landlord’s employees to have access to the conference room located in the Premises, all as described above. Such work set forth on the plans annexed hereto and made a part hereof is referred to as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond .” Landlord shall commence Landlord’s control Work (including without limitation obtaining necessary permits or approvals) promptly upon full execution and delivery of this Lease and payment by Tenant of the action or inaction of Tenant; provided, however, that Tenant acknowledges Basic Rent and agrees that (a) Security Deposit described above. Landlord’s Work will be performed during normal business hours deemed substantially completed when the same has been completed except for minor items of work (unless Landlordand adjustments, in its sole discretion, elects otherwisefittings and the like) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not that can be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to installed subsequently without material interference with Tenant’s business or otherwise, (b) operations in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to LandlordPremises. After the Commencement Date, Tenant shall promptly upon afford Landlord request and at Tenantreasonable access to the Premises for finishing such Landlord’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, Work. (c) until From and after the execution and delivery of this Lease, Tenant and its agents and contractors shall have access to the Premises for the purpose of installing Tenant’s data and telecommunication equipment and furniture (but not for the conduct of Tenant’s business). Tenant shall immediately cease such early access activities upon notice from Landlord that the same is interfering with the completion of Landlord’s Work, Landlord, and/or its designated agents, . Tenant shall not be required to pay Basic Rent or additional rent solely on account of such access. The provisions of Section 10.1 shall be permitted in full force and effect with respect to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance period of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested such access by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, its agents or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,contractors.

Appears in 2 contracts

Sources: Lease (Converted Organics Inc.), Lease (Converted Organics Inc.)

Condition of the Premises. (a) The parties acknowledge Tenant acknowledges that Tenant is currently in occupancy of it occupies the Original Premises, has inspected the same Initial Premises and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date same in its then “as is” condition. Tenant condition on the Commencement Date and acknowledges that Landlord has completed all improvements it has required Landlord to perform and agrees that Landlord shall have no obligation to do make any work in alterations or improvements to the Premises or to provide Tenant with any funds for such purpose, except as hereinafter provided. Landlord shall substantially complete the Original Premises improvements to Suite 350, which Landlord and Tenant have agreed upon, on or before August 31, 2015, and the date of such substantial completion shall be the “Expansion Date”. Provided this Lease is in order full force and effect and Tenant is not in default hereunder, Landlord shall provide Tenant with an improvement allowance (“Landlord’s Contribution”) in an amount not to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: exceed the lesser of (i) it has inspected the Additional Spaceone million dollars ($1,000,000), is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and or (ii) the third-party costs actually incurred or paid by Tenant to design and construction any alterations to the Premises performed in accordance with this Lease following the Date of this Lease (“Initial Work”). Tenant may requisition Landlord for payment of Landlord’s Contribution in monthly installments, as the Initial Work progresses. Each requisition for payment of Landlord’s Contribution (or for a portion thereof) shall include (i) a detailed breakdown of the costs of the Initial Work paid or incurred to the date of the requisition, (ii) copies of invoices from Tenant’s contractor for all such costs, (iii) a certification to Landlord from Tenant that all of the work for which requisition is being made has been performed in accordance with plans and specifications approved by Landlord, and (iv) waivers and releases of liens from all parties providing labor or materials in connection with the Initial Work through the date of the requisition; and the final requisition must include a copy of any new or amended certificate of occupancy necessary for use of the Premises following performance of the Initial Work. Landlord shall pay each requisition to Tenant, or, at Landlord’s election, directly to Tenant’s contractor, within thirty (30) days after Landlord’s receipt of the requisition together with all required supporting documentation; provided, however, that Landlord shall have no obligation to do make payment of any work of Landlord’s Contribution with respect to any request for payment received later than May 31, 2017, time being of the essence, or at any time that Tenant is in or breach of its obligations under the Lease, and any amounts not so requisitioned by such date shall be forfeited. As of the date of each payment of any installment of Landlord’s Contribution, Annual Fixed Rent shall increase by an amount equal to the Additional Space level monthly payment of principle and interest, in order advance, necessary to make it suitable repay such installment with interest at eight percent (8%) per annum over the then remainder of the term of this Lease. Provided this Lease is in full force and ready for occupancy effect and use by TenantTenant is not in default hereunder, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work also provide Tenant with a refurbishment allowance (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (Landlord’s WorkRefurbishment Allowance”) in a building standard manner using building standard materials an amount equal to the lesser of (i) seven hundred and eight thousand one hundred and eighty dollars ($708,180), or (ii) the third party costs actually incurred or paid by Tenant to design and construct any alterations to the Premises performed in compliance accordance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy this Lease after completion of the Original Premises and such work Initial Work (“Refurbishment Work”). Tenant may requisition Landlord for payment of the Refurbishment Allowance in monthly installments, as the Refurbishment Work progresses. Each requisition for payment of the Refurbishment Allowance (or for a portion thereof) shall not constitute an eviction include (i) a detailed breakdown of Tenant in whole the costs of Refurbishment Work paid or in partincurred to the date of the requisition, constructive or actual, and shall not be a ground for any abatement (ii) copies of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to invoices from Tenant’s business or otherwisecontractor for all such costs, (biii) in order a certification to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, from Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas that all of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in work for which requisition is being made to the Conference Room as reasonably designated by Landlord, (c) until date of the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being requisition has been performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere accordance with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges plans and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to specifications therefor approved by Landlord, and (civ) made by waivers and releases of liens from all parties providing labor or materials in connection with the Refurbishment Work through the date of the requisition; and the final requisition must include a copy of any new or amended certificate of occupancy necessary for use of the Premises following performance of the Refurbishment Work. Landlord shall pay each acquisition to Tenant, or, at Landlord’s election, or its agentsdirectly to Tenant’s contractor, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space within thirty (30) days after Landlord’s Work has been completedreceipt of the requisition with all required supporting documentation. As of the date of each payment of any installment of Refurbishment Allowance, which Annual Fixed Rent shall be increase by an amount equal to the level monthly payment of principle and interest, in advance, necessary to repay such installment with interest at eight percent (a8%) requested by Tenant or Tenant’s designated agents,per annum over the then remaining term of this Lease.

Appears in 2 contracts

Sources: Lease Agreement (RMR Group Inc.), Lease Agreement (Reit Management & Research Inc.)

Condition of the Premises. (a) A. The parties acknowledge that Tenant is currently University agrees to use reasonable efforts to provide, and the Student agrees to use reasonable efforts to maintain, the assigned premises and all public areas in occupancy and around the premises and accessible to the Student in a clean, safe and sanitary condition. Upon termination of this License Agreement, the Student agrees to leave the assigned room, its furnishings, and its equipment in as good an order and condition as they were upon commencement of the Original Premisesoccupancy, has inspected the same reasonable wear and the Building tear excepted. University housing staff members will conduct aninventory of furnishings and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or make an assessment of room damages, if any, to the Original Premises responsible individual(s). Any personal property left in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected a room following the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession expiration or termination of the Additional Space in its then “as-is” condition as License Agreement shall be deemed abandoned, and may be immediately disposed of by the A.S. Commencement Date and (ii) Landlord shall have University, with no obligation to do any work in or to the Additional Space in order to make it suitable and ready liability for occupancy and use by Tenant, except to the extent expressly provided such disposal. The Student may be charged for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution removal or disposal of this Agreement. Landlord any abandoned property. B. The Student shall perform make no alterations to the work set forth on the plans annexed hereto and made a premises; shall not damage or permit damage to any part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work premises; shall not constitute an eviction of Tenant in whole do anything that constitutes a fire or in part, constructive or actual, health hazardon the premises; and shall not be a ground for any abatement permit the accumulation of rent waste and shall not impose liability on Landlord by reason refuse within the premises.Violation of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the these terms and conditions by the Student may be the basis for disciplinary action, including, but not limited to, dismissal from the University Residence Halls and possibly, the University. C. The Student agrees that he or she may not duplicate mailbox keys or access cards provided by HRL. The Student further agrees to pay a replacement charge, the amount of whichwill be stated at check in, for any mailbox keys or access cards which are lost or not returned toHRL when this License Agreement ends. D. When leaving the University Residence Halls at the end of the Leaseyear or when terminating housing during the school year, including payment of Rent. 3.03 Any changes in the Student agrees to follow the prescribed check-outprocedures. The Student further agrees that, if he or additions she intends to Landlord’s Workleave the University Residence Hall permanently, which shall be (a) requested the Student will notify HRL by Tenant or Tenant’s designated agents, (b) consented submitting a housing cancellation form at least 48 hours prior to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at leaving the net additional out of pocket cost to Landlord plus 5% for overheadpremises. Any further changes in or additions HRL may assess a $100 improper checkout fee to the Additional Space after LandlordStudent’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,account for failing to follow the prescribed checkout procedures.

Appears in 2 contracts

Sources: Housing License Agreement, Housing License Agreement

Condition of the Premises. (a) The parties acknowledge that Tenant is currently Except as otherwise expressly set forth herein, including Landlord’s Work described below, the Premises are being leased in occupancy of their existing condition as is, without representation or warranty by Landlord. Landlord represents that, on the Original Term Commencement Date, the HVAC, electrical, mechanical, plumbing and life safety systems and equipment serving the Premises, has inspected as well as the same Building’s roof, foundation and the Building all structural elements, will be in good condition and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” conditionrepair. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional SpacePremises and common areas of the Building and (subject to completion of Landlord’s Work) has found the same satisfactory for their intended uses. Promptly upon the execution and delivery by Landlord and Tenant of this Lease, is fully familiar with and payment by Tenant of the physical condition thereof Security Deposit and the delivery of the Tenant’s insurance certificates, the Landlord agrees to accept possession of undertake those improvements in the Additional Space in its then “as-is” condition Premises as are described on Exhibit A-1 hereto, and shown on the space layout plan, prepared by ▇▇▇▇▇▇▇ Associates, dated as of July 22, 2014, and attached hereto as Exhibit A-2 (the A.S. Commencement Date and (ii) Landlord shall have no obligation “Layout Plan”). The foregoing improvements are referred to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use as “Landlord’s Work.” The Layout Plan has been approved by Tenant, except and Landlord shall be responsible for obtaining any building or other similar permits necessary to the extent expressly provided for in this Article 3. 3.02 perform Landlord’s Work. Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedLandlord’s expense, however, provided that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of any changes requested by Tenant (if approved by Landlord, which approval will not be unreasonably withheld, delayed or conditioned) after the date hereof shall be paid by Tenant, and such work upon execution payment will be made at the time of this AgreementLandlord’s approval of any such change (based on the cost as reasonably estimated by Landlord’s contractor, with a final adjustment at completion), and Tenant shall, if requested by Landlord, execute an agreement confirming such excess costs. Landlord shall perform use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before April 1, 2015 (the work “Target Date”), but Landlord shall have no liability for failure to do so (except the delay in the Term Commencement Date and (if applicable) the rent penalty set forth on the plans annexed hereto and made a part hereof as Exhibit B (“below). Without limitation, Landlord’s Work”Work does not include wiring or cabling for Tenant’s information systems or tel-data equipment or Tenant’s furniture, trade fixtures or equipment, all of which shall be installed by Tenant at its expense. In the event that Landlord has not delivered the Premises substantially complete within fifteen (15) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay days after the Target Date (as the same may be extended by causes beyond Landlord’s control force majeure or by reason of any Tenant Delay), then Tenant shall be entitled to one (1) day of abatement of Basic Rent and Additional Rent for each day of such delay after such fifteenth (15th) day. In the action event that Landlord has not delivered the Premises substantially complete on or inaction before May 15, 2015 (as the same may be extended by force majeure or by reason of Tenant; providedany Tenant Delay), howeverthen Tenant shall be entitled to two (2) days of abatement of Basic Rent and Additional Rent for each day of such delay after May 15, that Tenant acknowledges and agrees that 2015. (ab) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access deemed substantially complete and the Original Premises and take all materials and equipment into ready for occupancy on the Original Premises that may be required for first day (the performance “Substantial Completion Date”) as of any portion of Landlord’s Work, and which (di) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completedcompleted except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant’s use of the Premises (i.e. so-called “punch list” items), and (ii) Landlord has obtained a certificate of occupancy from the Town of Wilmington (or, if a certificate of occupancy has not been issued, then Landlord has obtained reasonable evidence that all requirements for a certificate of occupancy have been satisfied and that the same will be issued in the ordinary course), and (iii) Tenant has been given written notice thereof. Landlord shall be complete “punch list” items as soon as conditions reasonably permit after the Substantial Completion Date and Tenant shall afford Landlord access to the Premises for such purposes. (ac) requested Except to the extent to which Tenant shall have given Landlord notice, not later than ninety (90) days after the Term Commencement Date, of respects in which Landlord has not performed Landlord’s Work, Tenant shall have no claim that Landlord has failed to perform any of Landlord’s Work. (d) If any delay shall occur in the Substantial Completion Date as a result of: (i) any request by Tenant that Landlord delay the commencement or Tenantcompletion of Landlord’s designated Work for any reason; (ii) any change by Tenant in the Layout Plan or in Landlord’s Work after the date hereof; (iii) any other act or omission of Tenant or its officers, agents,, servants or contractors; or (iv) any reasonably necessary displacement of any of Landlord’s Work from its place in Landlord’s construction schedule resulting from any of the causes for delay referred to in this paragraph (d) and the fitting of such Landlord’s Work back into such schedule;

Appears in 2 contracts

Sources: Lease (ConforMIS Inc), Lease Agreement (ConforMIS Inc)

Condition of the Premises. Tenant(s) agree to: (a1) The parties acknowledge that Tenant is currently keep the premises clean and sanitary and in occupancy good repair, and upon termination of the Original Premisestenancy, has inspected to return the same premises to Landlord in a condition identical to that which existed when Tenant(s) took occupancy, except for ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in and about the Building premises of which they become aware; and is fully familiar (3) reimburse Landlord, on demand by Landlord, for the cost of any repairs to the Premises damage by Tenant(s) or their guests or invitees through misuse or neglect. Tenant shall receive the following prior to the move in date. Tenant shall make amenable efforts to schedule a time with the physical condition thereof and Tenant agrees Landlord to accept the Original Premises meet at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept transfer possession of the Additional Space Premises, keys, and remotes. ____ Key(s) to Premises ____ Key(s) to Mailbox ____ Key(s) to Pool ____ Key(s) to Common Areas ____ Remote(s) for Garage Door ____ Remote(s) for Security Gate If Tenant(s) re-key existing locks or opening devices, Tenant(s) shall immediately deliver copies of all keys to Landlord. Tenant(s) shall pay all costs and charges related to loss of any keys or opening devices. Tenant(s) may not remove locks, even if installed by Tenant(s). PETS: No pets, including but not limited to any animal, bird, fowl, reptile or amphibian, and no aquariums in its then excess of 10 gallons (collectively referred to hereafter as as-is” condition as Pets”), are allowed on the Premises without prior written consent of Landlord. Any such consent may be revoked at any time, with or without cause, by giving a 30 Day written notice. Unless written permission has been given, pets may not be brought upon the A.S. Commencement Date and (iiPremises, whether such pets belong to Tenant(s) Landlord shall have no obligation to do any work in or to any other person. The presence of any pets as to which written permission has not been given and is not currently in force, even if such pets are “just visiting,” shall be deemed a material and incurable breach of this Lease and shall be cause for the Additional Space service of a 3 day notice terminating the tenancy. This policy does not apply to accommodation or service animals. A disabled individual who requires an animal in order to make it suitable be able to use and ready for occupancy enjoy the Premises or the Property should contact Landlord, before bringing the animal onto the Premises, and use by Tenant, except request an accommodation to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this AgreementLease provision. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work All accommodation requests will be performed during normal business hours (unless Landlordprocessed in accordance with applicable laws. None. ______________________________________________________, in its sole discretion, elects otherwise) while Tenant remains in occupancy of under the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rentfollowing conditions: __________________________________________________________________________________. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 2 contracts

Sources: Lease Agreement, Residential Lease Agreement

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy USER shall not do any of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date following in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or respect of USER's access to the Original Premises CHTTC: Breach any safety protocol or regulations that the UNIVERSITY may institute with respect to access to the CHTTC from time to time; Breach any applicable laws, rules, regulations, by-laws and standards, including but not limited to those relating to the environment or public health; Place or leave, or permit to be placed or left, any trash, debris or refuse on the property; Bring onto the property any contaminants, dangerous goods, pollutants, hazardous materials or hazardous waste (as broadly defined in order applicable legislation [whether in existence on the date of signing of this License or executed, promulgated or published after the date hereof], including, but not limited to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected The Environment Act (Manitoba), The Contaminated Sites Remediation Act (Manitoba), The Dangerous Goods Handling and Transportation Act (Manitoba), The Public Health Act (Manitoba), the Additional Space, is fully familiar with the physical condition thereof Canadian Environmental Protection Act 1999 (Canada) and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date all regulations thereunder and (ii) Landlord shall have no obligation to do any work in or to all applicable common law and general principles of equity) (hereinafter the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (Landlord’s WorkHazardous Substances) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual), and shall not at the termination or expiry of this License leave the Property free from any (potentially) Hazardous Substances in, on or near the Property which are or may be (i) caused by or through, (ii) generated or created as a ground for result of the operations of or by, or (iii) brought onto the property, by the USER; Plant any abatement trees or shrubs on, or remove or interfere with any trees, shrubs or facilities presently or in the future located on the property without the express written consent of rent and shall not impose liability the UNIVERSITY; Operate, or permit the operation of, equipment or vehicles having a height greater than FOURTEEN (14) feet on Landlord the property; Erect or construct facilities, structures, buildings or fixtures on the Property without the UNIVERSITY's written consent, failing which such facilities, structures, buildings or fixtures may be removed by reason the UNIVERSITY or Manitoba Hydro at the USER’s expense; or Stockpile, accumulate, collect, reserve, store, pile, deposit or place materials of any inconveniencekind including but not limited to snow, injury to Tenant’s business earth, or otherwise, (b) in order to facilitate gravel on the performance by Landlord of Landlord’s Work Property without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas the express written consent of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentUNIVERSITY. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 2 contracts

Sources: User Agreement, User Agreement

Condition of the Premises. Allowance Tenant has inspected the Premises and agrees (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space Premises in the condition existing on the Commencement Date "as is" and (b) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant's occupancy. Tenant's occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease. Tenant shall perform such leasehold improvements in the Premises as it requires (the "Tenant Work"). The Tenant Work shall be subject to the provisions of Article 6 hereof. Landlord shall provide an allowance in the amount of $72,700.00 (the Tl Allowance") to be used by Tenant toward the cost of the design and construction of the Tenant Work. The Tl Allowance may not be used for personal property or moving expenses. The Tl Allowance shall be advanced to Tenant on a monthly basis, as costs are incurred, within thirty (30) days after receipt of requisitions from Tenant, which requisitions shall include contractor invoices, architects' certificates for payment, lien waivers through the prior advance, and such other items as Landlord shall reasonably require. Landlord shall not be required to advance any portion of the Tl Allowance for any work that is performed later than one (1) year after the date of this Lease, or for which Landlord receives a requisition later than thirteen (13) months after the date of this Lease, in no event shall Tenant be entitled to any cash payment, nor any credit against Rent due under this Lease, in the event that the entire Tl Allowance is not utilized. Within thirty (30) days after completion of the Tenant Work, Tenant shall provide Landlord with "as-is” condition as built" drawings of the A.S. Commencement Date Tenant Work ARTICLE 31 Security Deposit Upon execution hereof, Tenant has deposited with Landlord a security deposit equal to three (3) months of average Base Rent (the "Security Deposit") for the faithful performance and (ii) observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease beyond applicable notice and cure periods, Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except may draw on such Security Deposit to the extent expressly provided required for the payment of Rent or any other sum as to which Tenant is in this Article 3. 3.02 default, beyond applicable notice and cure periods, or any sum which Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay may expend or may be required to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord expend by reason of Tenant's default in respect of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materialsterms, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by covenants or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of this Lease beyond applicable notice and cure periods In the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to event that Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,33

Appears in 2 contracts

Sources: Lease Agreement (Carbon Black, Inc.), Lease Agreement (Carbon Black, Inc.)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord except as expressly provided herein. Any improvements or alterations necessary to prepare the Premises for Tenant’s occupancy of the Original Premiseswill be performed by Tenant, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to responsibility therefor. The “Delivery Date” is the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: date on which (i) it this Lease has inspected the Additional Spacebeen fully executed and delivered by Landlord and Tenant, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall has tendered possession of the Premises to Tenant in their “as is” condition and otherwise as herein provided. On the Delivery Date, the Building HVAC, plumbing and mechanical systems and equipment serving the Premises will be in good working order and condition. Landlord represents and warrants that the HVAC system will on the delivery date meet the specifications set forth on Exhibit __. Tenant acknowledges that it will accept possession of the Premises with the furniture and furnishings (the “Furniture”) of the prior tenant, Sapient Corporation (“Sapient”), in place, pursuant to a separate agreement between Tenant and Sapient by which Sapient is conveying the Furniture to Tenant. Landlord is not a party to such agreement and will have no obligation to do any work in or remove the Furniture prior to the Additional Space Delivery Date or do deliver possession of the Premises free of the same. Landlord has no interest in order to make it suitable the Furniture, and ready for occupancy and use by Tenant, except expressly disclaims any obligation or liability with respect to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedsame, however, that Tenant shall pay including without limitation with respect to Landlord the sum condition or suitability thereof or the state of $10,000.00 towards the cost of such work upon execution of this Agreementtitle thereto. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of it has inspected the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other common areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures Building and equipment presently located in has found the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required same satisfactory for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees intended use, provided that this sentence shall not interfere with or delay the performance relieve Landlord of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rentexpress covenants set forth in this Section 4.2. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease (Cerevel Therapeutics Holdings, Inc.)

Condition of the Premises. (a) The parties acknowledge Except as may be specifically provided in this Lease, the Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord. Tenant acknowledges that Tenant is currently in occupancy of the Original Premises, it has inspected the same Premises and common areas of the Building and is fully familiar with has found the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” conditionsame satisfactory. Tenant acknowledges and agrees that Landlord shall have no obligation to do perform any work in to prepare the Premises for use or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges , except as expressly set forth below. Promptly after execution and agrees thatdelivery of this Lease both parties, Landlord shall: (i) it has inspected undertake to construct those alterations and improvements to the Additional SpacePremise as are reflected on Exhibit B, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date using building standard materials; and (ii) Landlord shall have no obligation remove any debris and broom clean the Premises (such items of work being collectively referred to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 as “Landlord’s Work”). Landlord shall perform Landlord’s Work in a good an workmanlike manner in accordance with applicable laws and codes, and shall use commercially reasonable efforts to complete Landlord's Work on or before July 1, 2013 (the “Target Date”). Any changes to Landlord’s Work requested by Tenant (if permitted by Landlord) after the date hereof shall be at Tenant’s sole cost, and Tenant shall, if requested by Landlord, execute an agreement confirming such costs. (b) The Premises shall be deemed ready for occupancy on the first day (the "Substantial Completion Date") as hereinafter definedof which Landlord's Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) at its sole cost which can be completed after occupancy has been taken without causing undue interference with Tenant's use and expense provided, however, that enjoyment of the Premises (i.e. so called "punch list" items) and Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreementhas been given notice thereof. Landlord shall perform complete as soon as conditions permit any "punch list" items and Tenant shall afford Landlord reasonable access to the Premises for such purposes. In the completion of any punch-list items, Landlord and Tenant shall reasonably cooperate to schedule such work set forth on to minimize any unreasonable disruption or interference with Tenant’s business operations at the plans annexed hereto Premises and made Landlord shall use commercially reasonable efforts to complete such punch-list items within thirty (30) days after the Substantial Completion Date. (c) Except to the extent to which Tenant shall have given Landlord notice, not later than the end of the second full calendar month (which period shall be extended to the first anniversary of Substantial Completion as to latent defects that could not have been discovered during the two-month period by a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control reasonably careful visual inspection or by ordinary use) after the action Term Commencement Date, of respects in which Landlord has not performed Landlord's Work, Tenant shall have no claim that Landlord has failed to perform any of Landlord's Work. (d) If any delay shall occur in the Substantial Completion Date as a result of: (i) any request by Tenant that Landlord delay the commencement or inaction completion of Tenant; provided, however, that Landlord's Work for any reason; (ii) any change by Tenant acknowledges and agrees that (a) in Landlord’s Work will be performed during normal business hours after the date hereof; (unless Landlord, in its sole discretion, elects otherwiseiii) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction any other act or omission of Tenant in whole or in partits officers, constructive agents, servants or actual, and shall not be a ground for contractors; or (iv) any abatement of rent and shall not impose liability on Landlord by reason reasonably necessary displacement of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to from its place in Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas construction schedule resulting from any of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located causes for delay referred to in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and this paragraph (d) Landlord, and/or its designated agents, shall perform and the fitting of such Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,back into such schedule;

Appears in 1 contract

Sources: Lease Agreement (Implant Sciences Corp)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance election of LandlordTenant to lease the Premises was based solely upon Tenant’s Work is expressly conditioned upon compliance by Tenant with all the terms inspection and conditions investigation of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, Premises and (c) made by Landlordall documents related thereto, or its agentsopportunity to do so, shall and that Tenant has accepted the Premises in its “AS IS, WHERE IS” condition, without relying upon any representations or warranties, express, implied or statutory, of any kind other than as expressly set forth in this Lease. Without limiting the above, Tenant acknowledges that neither Landlord, except as expressly set forth in this Lease, nor any other party has made any representations or warranties, express or implied, on which Tenant is relying as to any matters, directly or indirectly, concerning the Premises (or any portion thereof) including, without limitation, the Land, the Building, expenses associated with the Premises, taxes, assessments, bonds, permissible uses, title exceptions, water or water rights, topography, utilities, availability or capacity of utilities, general plan designations, zoning or other entitlement condition of the Premises, soil, subsoil, the purposes for which the Premises is to be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in used, drainage, Environmental Law or additions building codes, laws, rules or regulations, toxic waste or Hazardous Materials or any other matters affecting or relating to the Additional Space after Landlord’s Work has Premises. Except as expressly set forth in this Lease, Tenant hereby expressly acknowledges that no such representations or warranties have been completedmade. Tenant shall perform and rely solely upon its own investigation concerning the proposed use of the Premises, which the Premises’ fitness therefor, and the availability of such intended use under applicable statutes, ordinances, and regulations. The foregoing shall be not, however, relieve Landlord of its obligations under Section 7.2 (aLandlord Cost Items) requested by Tenant or Tenant’s designated agents,Section 9.1 (Compliance with Laws; Premises Condition), or under any other provision of this Lease.

Appears in 1 contract

Sources: Residential Master Lease (Archstone Smith Trust)

Condition of the Premises. 8.4.1 Landlord warrants to Tenant that the Premises comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances in effect on the Commencement Date. Said warranty does not apply to the use to which Tenant will put the Premises or to any alterations or utility installations made or to be made by Tenant. If the Premises do not comply with said warranty, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such condition of non- compliance, rectify the same at Landlord's expense. If Tenant fails to give Landlord written notice of a condition of non-compliance with this warranty within six (a6) The parties acknowledge that months alter the Possession Date, the correction of such condition of non-compliance shall be the obligation of Tenant is currently in occupancy at Tenant's sole cost and expense. 8.4.2 Landlord and Tenant have jointly conducted a walk-through of the Original PremisesPremises and have agreed that those items which are set forth in Exhibit F --------- hereto require correction and that such items shall be corrected by Landlord, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedexpense. On or about the Possession Date, however, that Landlord and Tenant shall pay conduct a subsequent walk-through of the Premises and shall jointly and reasonably determine if there are any new and additional items in the Premises which require correction and, if so, such items shall be added to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Exhibit F. --------- Landlord shall perform cause the work items set forth on in Exhibit F, as the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatchsame may be --------- revised following the Possession Date walk through, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall corrected promptly upon Landlord request and at Tenant’s Landlord's sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rentexpense. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Single Tenant Industrial Lease (Mohawk Industries Inc)

Condition of the Premises. Tenant acknowledges that it is presently in possession of the Current Premises, it is fully aware of the condition of the Current Premises, and except as expressly provided in Exhibit B attached hereto, Landlord shall not be obligated to refurbish or improve the Current Premises or the New Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Current Premises or the New Premises in conjunction with this Amendment, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or the Project or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of ▇▇▇▇▇▇’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Current Premises, nor the New Premises, nor the Building, nor the Project has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, Landlord and Tenant agree that (a) The Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties acknowledge shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, the Building, or the Project identified by any such CASp inspection. Tenant shall reimburse Landlord upon demand, as Additional Rent, for any cost to Landlord of performing such alterations and repairs; provided, however, unless such repair or alterations relate solely to other alterations to the Premises which Tenant is currently in occupancy obligated to, or elects to, remove upon the expiration or earlier termination of the Original PremisesAmended Lease (in which case Tenant shall simultaneously also remove any CASp-identified alterations and repairs), has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do remove any work in repairs or alterations made pursuant to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenanta CASp inspection under this Section. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (XOMA Corp)

Condition of the Premises. (a) The parties acknowledge Subtenant agrees that Tenant (i) except as specifically set forth in this Sublease, Sublandlord has made no other representations or warranties of any kind or nature whatsoever respecting the Premises or the alterations, additions and improvements, title to which is currently in occupancy held by Sublandlord under Section 11.2 of the Original Master Lease (the “Sublandlord Owned Property”) located in or serving the Premises, has inspected the same or their condition or suitability for Subtenant’s use; and the Building and is fully familiar with the physical condition thereof and Tenant (ii) Subtenant agrees to accept the Original Premises at and Sublandlord Owned Property located in or serving the Extended Term Commencement Date in its then Premises “as is, where is,condition. Tenant acknowledges and agrees that Landlord shall have no with all faults, without any obligation on the part of Sublandlord to do any work modify, improve or otherwise prepare the Premises for Subtenant’s occupancy, except as provided in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by TenantExhibit C attached hereto. (b) Tenant acknowledges and agrees that: No later than sixty (i60) it has inspected days after the Additional SpaceCommencement Date, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord Sublandlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedobtain and deliver to Master Landlord and to Subtenant an environmental study, howeverperformed by an expert reasonably satisfactory to Master Landlord and Subtenant, that Tenant evaluating the presence or absence of hazardous substances and wastes, radiation and radioactive materials on and about the Property (as defined in the Master Lease) (the “Environmental Study”). Such study shall pay be based on a reasonable and prudent level of tests and investigations of the Property and shall be intended to Landlord satisfy, on an interim basis, Sublandlord’s obligations under Section 13(b)(xi) of the sum of $10,000.00 towards Master Lease. Liability for any remedial actions required or recommended on the cost basis of such work upon execution study shall be allocated between Master Landlord and Sublandlord in accordance with the Master Lease. Within thirty (30) days of the date of the aforementioned report, Sublandlord shall commence, and thereafter shall diligently pursue to completion, all actions required under the Master Lease with respect to hazardous substances and wastes, radiation and radioactive materials on and about the Property, and Subtenant shall have no liability whatsoever in connection therewith; provided Subtenant shall reasonably cooperate with Sublandlord in the performance of Sublandlord’s obligations in this regard. Sublandlord hereby certifies that Sublandlord has taken all commercially reasonable steps necessary to decommission the areas of the Premises that contain levels of radiation higher than permitted pursuant to applicable environmental laws, and has complied with the Master Lease and all applicable laws with respect to any portion of the Building used in connection with hazardous substances and/or hazardous waste, as such terms are used in the Master Lease (the “Decommissioning” work). At the termination or expiration of this Agreement. Landlord Sublease, Subtenant shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatchbe responsible, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in at its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas expense, for the obligations arising under the Section 13 of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Master Lease, including payment of Rent. 3.03 Any changes Section 13.6(b)(xi) thereof only with respect to hazardous substances caused to be present in or additions to Landlord’s Work, which shall be (a) requested the Premises by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, Subtenant or its agents, and Subtenant does hereby agree to indemnify and hold harmless Sublandlord from any and all costs, claims, and liabilities arising from or attributable to such obligations, and such obligation to indemnify and hold harmless shall be paid for by Tenant promptly when billed survive the expiration or earlier termination of this Sublease. Throughout the term of this Sublease and at the net additional termination or expiration of this Sublease, Sublandlord shall remain responsible, at its sole cost and expense, for the obligations arising under the Section 13 of the Master Lease, including Section 13.6(b)(xi) thereof arising out of pocket cost or in connection with any Sublandlord Hazardous Substances, and Sublandlord does hereby agree to Landlord plus 5% for overheadindemnify and hold harmless Subtenant from any and all costs, claims, and liabilities arising from or attributable to such obligations, and such obligation to indemnify and hold harmless shall survive the expiration or earlier termination of this Sublease. Any further changes in or additions As used herein, the term “Sublandlord Hazardous Substances” shall mean any and all hazardous substances located within the Premises to the Additional Space after Landlord’s Work has been completed, which shall be extent (aI) requested such hazardous substances are identified as being present within the Premises by Tenant the Environmental Study as of the date thereof or Tenant’s designated agents,(II) Subtenant can reasonably demonstrate that the presence of such hazardous substances was caused by Sublandlord.

Appears in 1 contract

Sources: Sublease (Macrogenics Inc)

Condition of the Premises. (a) The parties acknowledge Sub-Subtenant acknowledges that Tenant is currently in occupancy as of the Original Commencement Date, Sub-Subtenant shall have inspected the Premises, has inspected and every part thereof, and by taking possession shall have acknowledged that the same Premises is in good condition and without need of repair, and Sub-Subtenant accepts the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is”, Sub-Subtenant having made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of the Premises. Sub-Subtenant accepts the Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Premises and any covenants or restrictions of record. Sub-Subtenant acknowledges that neither Sub-Sublandlord nor Master Landlord have made any representations or warranties as to the condition of the Premises or its present or future suitability for Sub-Subtenant’s purposes. Notwithstanding the foregoing, Sub-Sublandlord shall deliver the Premises to Sub-Subtenant with the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇▇▇, ▇▇ building systems servicing the Premises in good working condition. Tenant acknowledges , including, but not limited to, the HVAC, electrical, plumbing and agrees lighting to the extent that Landlord Sub-Sublandlord is responsible to maintain such building systems under the Master Sublease and to the extent that the condition of such building systems is not Sub-Sublandlord’s obligation under the Master Sublease, Sub-Sublandlord shall have no obligation to do repair any work systems which are not in or good working condition. In the event that maintenance and repair of such building system was Sub-Sublandlord’s obligation under the Master Sublease prior to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. Effective Date, then provided that Sub-Subtenant notifies Sub-Sublandlord within thirty (b30) Tenant acknowledges and agrees that: (i) it has inspected days following the Additional Space, is fully familiar with the physical condition thereof and agrees to accept date Sub-Sublandlord delivery of possession of the Additional Space Premises to Sub-Subtenant that such systems are not in its then “asgood working condition, Sub-is” condition as of the A.S. Commencement Date Sublandlord shall perform such maintenance and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except repair to the extent expressly provided for in this Article 3Sub-Sublandlord was so required under the Master Sublease. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Sub Sublease Agreement (Upstart Holdings, Inc.)

Condition of the Premises. (a) The parties acknowledge Lessee hereby acknowledges that Tenant is currently in occupancy it has not relied upon any representation or statement of the Original PremisesPort Authority or its Commissioners, officers, employees or agents as to the condition of the premises, or its fitness for use as a multi-fuel vehicle service station. The Lessee, prior to the execution of this Agreement, has inspected thoroughly examined the premises and determined them to be suitable for the Lessee's operation hereunder and the Lessee hereby agrees to take the premises in the condition they are in as of the commencement of the term of the letting hereunder and to assume all responsibility for any and all risks, costs and expenses of any kind whatsoever caused by, arising out of or in connection with, the condition of the premises whether any aspect of such condition existed prior to, on or after the effective date of the letting of the premises hereunder including without limitation all Environmental Requirements and Environmental Damages, and to indemnify and hold harmless the Port Authority for all such risks, requirements, costs and expenses. Without limiting any obligation of the Lessee to commence operations hereunder at the time and in the manner stated elsewhere in this Agreement, the Lessee agrees that no portion of the premises will be used initially or at any time during the letting which is in a condition unsafe or improper for the conduct of the Lessee's operations hereunder so that there is possibility of injury or damage to life or property. It is hereby understood and agreed that whenever reference is made in this Lease to the condition of the premises as of the commencement of the term thereof, the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees shall be deemed to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant.mean (b) Tenant acknowledges and agrees that: (i) it has inspected All the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession obligations of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or Lessee under this Section with respect to the Additional Space in order to make it suitable responsibilities, risks, costs and ready for occupancy and use expenses assumed by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord Lessee shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord survive the sum of $10,000.00 towards the cost of such work upon execution expiration or termination of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease Agreement

Condition of the Premises. (a) The parties Landlord and Tenant acknowledge that Tenant is currently in occupancy of has been occupying the Original PremisesPremises pursuant to the Lease, has inspected the same and the Building and is fully familiar with the physical condition thereof and therefore Tenant agrees continues to accept the Original Premises at the Extended Term Commencement Date in its then “presently existing, "as is" condition, except as expressly set forth in this Amendment. Subject to the terms and conditions set forth herein, Landlord shall, on a one (1)-time basis at Landlord's sole cost and expense, perform the following work (the "Improvements") utilizing Building standard methods, materials and finishes: (i) replace the existing HVAC unit known as "AC1" with a reasonably comparable Building standard HVAC unit, and (ii) balance the existing HVAC system for the Premises in its current configuration. Tenant acknowledges shall make no changes, additions or modifications to the Improvements or require the installation of any items requiring other than Building standard materials, components or finishes (it being expressly acknowledged and agreed that Landlord's obligations are limited to the performance of the Improvements as identified above). Tenant hereby agrees that the construction of the Improvements shall in no way constitute a constructive eviction of Tenant from the Premises nor entitle Tenant to any abatement of rent. Landlord shall have no obligation to do any work in responsibility or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of be liable to Tenant for any inconvenience, direct or indirect injury to or interference with Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for arising from the performance of the Improvements, nor shall Tenant be entitled to any portion compensation or damages from Landlord for loss of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with the use of the whole or any work being performed in part of the Original Premises by or on behalf of Tenant; provided’s personal property or improvements resulting from the Improvements, however, or for any inconvenience or annoyance occasioned by the Improvements. Landlord hereby agrees that Tenant and/or Tenant’s designees it shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, use commercially reasonable efforts to perform (or cause to be performed) the sameImprovements in a manner designed to minimize interference with Tenant's use of the Premises and Tenant's business operations. Tenant acknowledges and agrees that the performance of All Improvements shall be deemed Landlord’s Work is expressly conditioned upon compliance by Tenant with all 's property under the terms and conditions of the this Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease (Cardica Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy HFC makes no warranty or representation to Licensee of any kind, express or implied, regarding the suitability of the Original Facility, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Facility, including the Premises, has inspected the same . The Premises are offered by HFC and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date accepted by Licensee in its then “as is” current condition, on an "AS IS" basis. Tenant acknowledges Commencement of the use of the Premises shall be conclusive that the Premises were in good repair and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in satisfactory condition, fitness and order to make it suitable and ready for continued occupancy and when such use by Tenantcommenced. LICENSEE FURTHER AGREES THAT THE PREMISES SHALL BE DELIVERED BY HFC TO LICENSEE "AS IS", "WHERE IS" AND "WITH ANY AND ALL FAULTS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR THE USE THEREOF FOR ANY PARTICULAR PURPOSE. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional SpaceUpon reasonable notice, is fully familiar with the physical condition thereof and agrees either party shall be entitled to accept possession request a mutual inspection of the Additional Space in its then “as-is” condition as Premises before and/or after the License Period, together with an inspection report signed by each party. (c) At the end of the A.S. Commencement Date License Period, the Premises shall be vacated and (ii) Landlord shall have no obligation surrendered up to do HFC in the same condition found bef ore the commencement of the License Period, excepting damage due to ordinary wear and tear, the elements, Force Majeure, or any work in other cause not occasioned by a negligent or intentional act or failure to the Additional Space in order to make it suitable and ready for occupancy and use by Tenantact of Licensee or an agent, except to the extent expressly provided for in this Article 3employee, contractor or invitee of Licensee. 3.02 Landlord shall perform Landlord’s Work (as hereinafter definedd) Should Licensee fail to vacate and surrender the Premises at its sole cost and expense providedthe end of the License Period, however, that Tenant Licensee shall pay to Landlord HFC as liquidated damages and not as a penalty (both parties hereto agreeing that damages from such a holding over are difficult to ascertain), for eac h day or portion thereof during which all or part of the sum Premises are not vacated and surrendered, an amount equal to 150% of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth license fee listed on the plans annexed hereto then-current rate sheet for use and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, occupancy for that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy portion of the Original Premises that has not been vacated and surrendered. Further, HFC may remove and store all goods and chattels at the sole expense of Licensee and may dispose of any such work shall not constitute an eviction property if, after the expiration of Tenant in whole or in partfive calendar days, constructive or actual, and Licensee has failed to remove the property from the possession of HFC. HFC shall not be a ground for any abatement liable to Licensee on account of rent and shall not impose liability on Landlord by reason so removing, storing, or disposing of any inconvenienceproperty as provided by this Section, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant and Licensee shall promptly upon Landlord request save and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of hold HFC harmless from any liability from licensees prevented from occupying any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions Facility due to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,holding over of Licensee.

Appears in 1 contract

Sources: License Agreement

Condition of the Premises. Subject to (ai) The parties acknowledge Landlord’s obligations under Exhibit B attached hereto and made a part hereof, and (ii) any of Landlord’s existing obligations to maintain, restore or repair the Building that Tenant is are currently set forth in occupancy the Lease and Exhibit B hereto, as of the Original PremisesRelocation Date, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept from Landlord through the Original expiration of the Term as extended by the Fifth Amendment Extension Term, the Relocation Premises in its existing “AS-IS,” “WHERE-IS,” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to refurbish the Relocation Premises at any time through the Extended expiration of the Term Commencement Date as extended by the Fifth Amendment Extension Term; however, provided that Tenant has not defaulted in any of its obligations in the Lease beyond applicable notice and cure periods, if any, resulting in a termination of the Lease or Tenant’s rights to possession of the Premises pursuant to Landlord’s remedies under the Lease, then Landlord agrees to provide Tenant with an allowance in an amount up to (but not to exceed) $[***] (equal to $[***] per rentable square foot in the Relocation Premises) (Landlord’s Construction Allowance”) for the construction of certain improvements in the Relocation Premises (the “Relocation Improvements”), in accordance with and subject to the terms and provisions of Exhibit B attached hereto and incorporated herein for all purposes. Except as is” conditionotherwise provided in this Fifth Amendment, Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Relocation Premises, and/or the suitability of the Relocation Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Relocation Premises is suitable for Tenant’s intended use. Other than the Relocation Improvements, Tenant acknowledges and agrees that any and all obligations of Landlord shall originally existing in the Lease to perform improvements or provide allowances, if any, have no obligation to do any work been completed and satisfied in or to the Original Premises their entirety, including, without limitation, as set forth in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession Section 6 of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3Fourth Amendment. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease (Catalyst Pharmaceuticals, Inc.)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy As-Is". 7.1 Purchaser acknowledges that, between the date hereof and the expiration of the Original Due Diligence Period, Purchaser shall inspect the Premises, has inspected the same and the Building and is fully shall become familiar with the physical condition thereof and Tenant agrees state of repair thereof, and all other matters relating to the Premises, it being acknowledged by Purchaser that Purchaser has had (or during the Due Diligence Period shall have) a sufficient opportunity to perform all of Purchaser's due diligence with respect to the Premises, and shall accept the Original Premises at the Extended Term Commencement Date in its then “"as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space", is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-"where is” condition ", as of the A.S. Commencement Date date of this Agreement, subject to reasonable use, wear, tear and (ii) Landlord shall have no obligation to do natural deterioration between now and the Closing Date, without any work reduction or credit or abatement in or the Purchase Price for any change in such condition by reason thereof subsequent to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution date of this Agreement. Landlord shall perform the work Except as expressly set forth on in this Agreement, no representations, warranties or agreements of any kind whatsoever have been made by Seller in regard to the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control physical or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy operating condition of the Original Premises Premises, the condition of Seller's title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Premises, the expenses of operation and such work shall not constitute an eviction of Tenant in maintenance thereof, the present or prospective rental income therefrom, or any other matter or thing affecting or relating to the whole or any part of the Premises, and no representation, covenant or warranty shall survive the Closing, other than the Surviving Obligations. 7.2 Purchaser hereby acknowledges its reliance solely on its own examination, inspection and evaluation of the Premises, and not on any warranties or representation, whether express or implied, from Seller, except those warranties and representations expressly made by Seller in partthis Agreement. Except as expressly set forth in this Agreement to the contrary, constructive Purchaser releases Seller, any person, entity or actualparty related to or affiliated with Seller (the "Seller Related Parties") and their respective successors and assigns from and against any and all claims which Purchaser or any person, entity or any party related to or affiliated with Purchaser (each, a "Purchaser Related Party") has or may have arising from or related to any matter or thing related to or in connection with the Premises, including the documents and information referred to herein, the Leases and the tenants named thereunder, any construction defects, errors or omissions in the design or construction and any environmental conditions, including, but not limited, to mold, and, except as expressly set forth in this Agreement to the contrary, neither Purchaser nor any Purchaser Related Party shall look to Seller, the Seller Related Parties or their respective successors and assigns in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of its express terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Closing Date and shall not be a ground deemed to have merged into any of the documents executed or delivered at the Closing. To the extent required to be operative, the disclaimers and warranties contained herein are "conspicuous" disclaimers for any abatement of rent and shall not impose liability on Landlord by reason purposes of any inconvenienceapplicable law, injury to Tenant’s business rule, regulation or otherwiseorder. Notwithstanding the foregoing, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlordnothing contained herein shall relieve, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required release or limit Seller's liability for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentSeller's Surviving Obligations. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Purchase and Sale Agreement (American Realty Capital New York Recovery Reit Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy Subject to Purchaser's inspection and examination of the Original PremisesPremises as provided in Paragraph 32 and the other requirements of this Agreement, has inspected Purchaser agrees to acquire the Premises "as is", in such condition as the same and may be on the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Spacedate hereof, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedsubject, however, to reasonable use, wear, tear, casualty and natural deterioration between the date hereof and the Closing Date. Seller has not and does not make any representations as to the physical condition, expenses, value of the Land or the Improvements, availability of sewage connections, adequacy or fitness for use of any mechanical equipment or any other matter or thing affecting or related to the Premises or the transaction, which might be pertinent in considering the making of the purchase of the Premises or entering into this Agreement except as herein specifically set forth, and Purchaser hereby expressly acknowledges that Tenant shall pay no such other representations have been made. Seller is not liable or bound in any manner by expressed or implied warranties, guaranties, promises, statements, representations or information pertaining to Landlord the sum of $10,000.00 towards the cost of Premises, made or furnished by any real estate broker, agent, employee, servant or other person representing or purporting to represent Seller, unless such work upon execution of this Agreement. Landlord shall perform the work warranties, guaranties, promises, statements, representations or information are expressly and specifically set forth herein. Seller further agrees that all Fixtures (including the HVAC, plumbing and electrical systems, but excluding the automated storage and retrieval system) on the plans annexed hereto Premises will be in reasonable working order on the date of Closing, and made the roof on the buildings free of leaks. Without limiting the foregoing, Purchaser acknowledges that the shelving, rack, rail and post structures which are and have been a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original automated storage and retrieval system within the Premises and such work shall not constitute an eviction of Tenant existing mezzanines and support shelving may, at Seller's option, be left in place, in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly Seller upon Landlord request and at Tenant’s sole cost and expense relocate to other areas delivery of the Original Premises all materialsPremises; that such structures may be, personaltyin whole or in part, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be load-bearing or otherwise required for the performance structural integrity of any portion of Landlord’s Work, the Premises; and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions possibility of the Lease, including payment removal of Rentsuch structures and the costs thereof formed a part of the negotiation of the Purchase Price. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Sale Agreement (Interpharm Holdings Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept that the Original Premises at the Extended Term Commencement Date demised premises are being leased in its then an “as is” conditioncondition and Landlord is not obligated to perform any work of any kind to prepare the premises for Tenant’s occupancy, except as otherwise expressly provided for by written amendment to this lease. Landlord agrees to allow Tenant to use the carpeting and window dressings, if any, in the demised premises for the term of this lease. Tenant acknowledges agrees to maintain and/or clean the carpeting and window dressings during the term of this lease and upon the expiration thereof, return the same to Landlord, reasonably clean, and in the same condition as when received, normal wear and tear excepted. Landlord agrees that Landlord shall have no obligation to do any work in or provide normal vacuuming of the carpets only. The area of the leased premises is based upon the retable area, which includes Tenant’s proportionate share of the public elevator lobby, toilet rooms, corridors and other public areas on the floor on which the demised premises are located. Notwithstanding anything to the Original Premises in order to make it suitable contrary contained herein, Landlord represents and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) warrants that it has inspected undertaken an asbestos abetment program for the Additional Space, is fully familiar with floor on which the physical condition thereof demised premises exist and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or that all structural columns from slab to the Additional Space in order to make it suitable slab above the existing acoustic tile have been completely enclosed and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost Tenant removes the existing acoustic tile on such floor, all exposed columns, beam, conduits and expense providedpipes above such apostle tile are completely enclosed with lath, howeverplaster, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreementand/or/or other protective coverings. Landlord shall perform provide Tenant with an allowance of up to $96,960.00 to be paid to Tenant upon the request of Tenant and to be used by Tenant in connection with Tenant’s remodeling and renovation work set forth on to the plans annexed hereto and made a part hereof leased premises contemplated to be undertaken by Tenant as more specifically outlined in Exhibit B (“hereto. Tenant, at Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate expenses shall remodel and upgrade the public restrooms and common areas on the 11th floor to the Building standard and as required as a result of building and safety department, fire department, Americans with Disability Act or other areas regulatory requirements resulting from Tenant’s construction, use or occupancy of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures demised premises. Tenant shall advance the costs of such common area improvements and equipment presently located in Landlord shall reimburse Tenant for such costs within ten (10) business day of Tenant’s delivery to Landlord of the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, Invoices for such work. All work shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere accordance with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions Article 7 of the Lease, including payment of RentLease with such standard to be approved by Tenant. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Building Lease (City National Corp)

Condition of the Premises. Prior to the date of this Lease, Tenant has occupied the Premises pursuant to the Existing Lease. Except as specifically set forth in this Lease and in the Work Letters, and subject to Landlord’s obligations set forth in this Lease, Tenant shall occupy the Premises and accept the Building, including the base, shell, and core of (i) the Premises and (ii) the floor of the Building on which the Premises is located (collectively, the “Base, Shell, and Core”) in their “AS-IS” condition as of the date of this Lease and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Real Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Lease neither the Premises nor the Building has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree that (a) The parties acknowledge that Tenant is currently in occupancy may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the Original Premisesapplicable construction-related accessibility standards under California law, has inspected (b) the same parties shall mutually coordinate and reasonably approve of the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be performed by Landlord or Tenant, as determined by remaining provisions of this Lease and Work Letter, and, any and all such alterations and repairs to be performed by Tenant shall be performed in accordance with Article 8 of this Lease; provided Tenant shall have no obligation to do remove any work in repairs or alterations made pursuant to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenanta CASp inspection under this Section 1.3. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (KBS Real Estate Investment Trust II, Inc.)

Condition of the Premises. (a) The parties acknowledge that A. Tenant is currently in occupancy of the Original Premises, has inspected the same demised premises including all equipment which is a part thereof and accepts the premises in the condition they are in as of the date of this Lease subject to Landlord's obligations under this Lease, as hereinafter defined, and the Building warranties and is fully familiar with the physical condition thereof representations of Landlord set forth in subsection B below and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date elsewhere in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenantthis Lease. (b) Tenant acknowledges B. Landlord represents and agrees that: warrants as follows: (i) it Landlord has inspected no notice of any liens to be assessed against the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and premises; (ii) Landlord shall have has no obligation to do knowledge of any work in or violation of any laws relating to the Additional Space premises; (iii) The execution, delivery, and performance of this Lease by Landlord will not result in order any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance on the premises under any agreement or other instrument to make it suitable which Landlord is a party or by which Landlord or the premises might be bound; (iv) There are no legal actions, suites, or other legal or administrative proceedings, including condemnation cases, pending or threatened, against the premises, and ready for occupancy and Landlord is not aware of any fact that might result in any such action, suit, or other proceeding; (v) Landlord knows of no fact or condition of any kind or character whatsoever that adversely affects the intended use of the premises by Tenant; (vi) To Landlord's knowledge, except without verification, Tenant's intended use of the premises will not violate the applicable zoning classification of the premises, and Landlord does not have any knowledge of any action or proceeding, whether actual, pending, or threatened, relating to zoning or use of the extent expressly provided for premises; and (vii) To Landlord's knowledge, without verification there has been no leak, spill, realease, discharge, emission or disposal of Hazardous Substances on the premises to date; and the premises are free of Hazardous Substances in this Article 3. 3.02 Landlord shall perform Landlord’s Work (actionable quantities as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord of the sum of $10,000.00 towards the cost of such work upon execution date of this AgreementLease. All the foregoing statements are true and correct. Landlord shall perform indemnify and hold Tenant harmless from and against any and all damage resulting from any material misrepresentation or breach of warranty. If any claim is asserted against Tenant that would give rise to a claim by Tenant against Landlord for indemnification under the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatchprovisions of this section, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, then Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost give written notice to Landlord plus 5% for overhead. Any further changes in or additions concerning such claim and Landlord shall, at no expense to Tenant, defend the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,claim.

Appears in 1 contract

Sources: Lease (Gardenburger Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to its possession of the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected during the Additional SpaceExtended Term, is fully a continuation of Tenant's possession of the Premises under the Lease. Tenant is familiar with the physical condition thereof of the Premises, and agrees to accept possession the Premises in their existing condition "AS IS", without any obligation of Landlord to remodel, improve or alter the Additional Space in its then “as-is” condition as Premises, to perform any other construction or work of improvement upon the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in Premises, or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that provide Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control any construction or by the action or inaction of Tenantrefurbishing allowance; provided, however, that Landlord shall construct certain Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located Improvements in the Conference Room as reasonably designated by Landlord, (c) until Premises in accordance with the completion terms of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises Exhibit B attached hereto and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the sameincorporated herein. Tenant acknowledges and agrees that the Tenant Improvements will be installed and constructed by Landlord in the Premises during the period of Tenant's occupancy of the Premises; however the completion of such Tenant Improvements therein shall not affect Tenant's obligation to pay Rent and to perform all of Tenant's covenants and obligations under the Lease. Tenant hereby expressly (i) agrees that Tenant shall have no right or claim to any abatement, offset or other deduction of the amount of Rent payable by Tenant for the Premises due to the installation and construction of any of the Tenant Improvements, (ii) grants Landlord access to any and all of the Premises to perform the Tenant Improvements, (iii) waives any rights or claims Tenant may have at law or in equity with respect to any interference with Tenant's conduct of its operations in and about the Premises during the pendency of the work associated with the Tenant Improvements (except to the extent arising from the gross negligence or willful misconduct of Landlord), and (iv) agrees not to interfere, and not to allow any of Tenant's Representatives to interfere, with Landlord and its contractors, representatives and consultants in the performance of Landlord’s Work the Tenant Improvements, provided that reasonable and occasional requests for short term breaks (i.e., not more than a few hours) without construction noise, etc. in the event of special need (e.g., public earnings call in adjacent conference room or outside visitors, etc.) shall be deemed not to constitute interference hereunder. In the performance of the Tenant Improvements, Landlord agrees to commence and diligently pursue the same to completion and to use commercially reasonable efforts not to materially interfere, and not to allow any of its contractors and agents to materially interfere, with Tenant's operations in and about the Premises. In the event Landlord does not complete the Tenant Improvements within thirty (30) days after the completion date for construction as set forth in an agreed upon schedule for construction (the "Outside Completion Date"), so long as Tenant is expressly conditioned upon compliance by Tenant with all the terms and conditions of not in default under the Lease, including payment as more particularly described in Section 4 above, Tenant shall receive one (1) day free of RentBase Rent for each day beyond the Outside Completion Date that Landlord fails to so complete the Tenant Improvements. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (PDF Solutions Inc)

Condition of the Premises. (a) The parties acknowledge Landlord warrants to Tenant that Tenant is currently in occupancy of on the Original PremisesLease Commencement Date, has inspected the same Premises and the Building (including all structural, mechanical, plumbing, HVAC and is fully familiar electrical systems, but excluding the Tenant Improvements constructed by Tenant pursuant to the Tenant Work Letter) shall be in good working condition and shall comply with all applicable requirements of building codes, California accessibility codes, laws and regulations (including, but not limited to, the physical condition thereof Americans with Disabilities Act [42 U.S.C. SECTION 12101 ET SEQ.] (the "ADA")), and Tenant agrees to accept covenants or restrictions of record as in effect on the Original Premises at the Extended Term Lease Commencement Date in its then “as is” condition(the "Building Warranty"). Tenant acknowledges and agrees that Landlord The Building Warranty shall have no obligation not apply to do any work in improvements or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use alterations made by Tenant, except to as specifically set forth in the Work Letter Agreement. If the Premises do not comply with the Building Warranty, promptly after Landlord's receipt of written notice from Tenant given within one hundred twenty (120) days after the Lease Commencement Date specifying in detail the nature and extent expressly provided for in this Article 3. 3.02 Landlord shall perform of such non-compliance, Landlord’s Work (as hereinafter defined) , at its Landlord's sole cost and expense providedexpense, however, that Tenant shall pay take such action as is reasonably necessary to Landlord the sum of $10,000.00 towards the cost of remedy such work upon execution of this Agreementnon-compliance. Landlord shall perform further represents and warrants to Tenant that there is no Hazardous Material in or about the work set forth on Building in violation of any applicable laws, and that if any such Hazardous Material is discovered in the plans annexed hereto Building and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy if removal of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in partsame is required by law, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on then Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and remove such Hazardous Material at Tenant’s Landlord's sole cost and expense relocate expense. Landlord agrees to other areas of the Original Premises indemnify and hold harmless Tenant from and against any and all materialsclaims, personaltylosses, furnishings, personal property, fixtures, trade fixtures liabilities and equipment presently located in the Conference Room as expenses (including reasonably designated by Landlord, (cattorneys' fees) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance sustained by Tenant with all attributable to (i) any Hazardous Materials placed on or about the terms and conditions of Premises or the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be Building (a) requested other than by Tenant or Tenant’s designated its officers, directors, employees, agents, (b) consented to by Landlord, and (c) made by Landlordor guests), or its agents, shall be paid for by Tenant promptly when billed at the net additional out (ii) Landlord's breach of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,any provision of this Section 1.

Appears in 1 contract

Sources: Lease Agreement (Redenvelope Inc)

Condition of the Premises. To Landlord's knowledge, the Building has not undergone inspection by a Certified Access Specialist (a) The parties acknowledge that Tenant as such term is currently defined in occupancy Section 1938 of the Original PremisesCalifornia Civil Code), has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for set forth in this Article 3. 3.02 the Lease, Landlord shall perform Landlord’s Work have no liability or responsibility to make any repairs or modifications to the Premises or the Project in order to comply with accessibility standards. The following disclosure is hereby made pursuant to applicable California law: "A Certified Access Specialist (as hereinafter definedCASp) at its sole cost can inspect the subject premises and expense provideddetermine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, howeverthe commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, that Tenant if requested by the lessee or tenant. The parties shall pay to Landlord mutually agree on the sum arrangements for the time and manner of $10,000.00 towards the CASp inspection, the payment of the fee for the CASp inspection, and the cost of such work upon execution making any repairs necessary to correct violations of this Agreement. Landlord construction-related accessibility standards within the premises." Any CASp inspection shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials be conducted in compliance with all Applicable Laws with reasonable dispatch, rules in effect at the Building and shall be further subject to delay by causes beyond Landlord’s control or by 's agreement as to the action or inaction time and manner of Tenant; providedsuch inspection, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and which agreement shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury unreasonably withheld. Notwithstanding anything to Tenant’s business or otherwise, (b) the contrary contained in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment ▇▇▇▇▇▇ agrees to continue to accept the Premises in their “as-is, where-is” condition without any agreements, representations, understandings or obligations on the part of RentLandlord to perform any alterations, repairs or improvements. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease Agreement (Creative Media & Community Trust Corp)

Condition of the Premises. Tenant acknowledges that it is presently in possession of the Premises and is fully aware of the condition of the Premises. Tenant acknowledges that except as expressly provided above, Landlord shall not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with this Amendment, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or the Project or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Premises, nor the Building, nor the Project has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, Landlord and Tenant agree that (a) The Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties acknowledge shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, the Building, or the Project identified by any such CASp inspection. Tenant shall reimburse Landlord upon demand, as Additional Rent, for any cost to Landlord of performing such alterations and repairs; provided, however, unless such repair or alterations relate solely to other alterations to the Premises which Tenant is currently in occupancy obligated to, or elects to, remove upon the expiration or earlier termination of the Original PremisesAmended Lease (in which case Tenant shall simultaneously also remove any CASp-identified alterations and repairs), has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do remove any work in repairs or alterations made pursuant to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenanta CASp inspection under this Section. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (NovaBay Pharmaceuticals, Inc.)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently Lessee, for and in occupancy consideration of this Lease and the demise of the Original said Premises, hereby agrees and covenants with Lessor that Lessee has inspected examined the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original said Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or prior to the Original execution hereof, knows the condition thereof, and acknowledges that Lessee has received the said Demised Premises in good order and condition and that no representation or warranty as to the condition or repair of the said Premises has been made by Lessor, except as expressly set forth herein. Notwithstanding the foregoing, Lessor has agreed to fill cracks in the parking lot and “tune-up” the roof to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected leak-free prior to the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at TenantLessor’s sole cost and expense relocate to other areas expense, and shall deliver possession of the Original Premises all to on the Commencement Date free of hazardous substances (except for such cleaning materials, personalty, furnishings, personal property, fixtures, trade fixtures office supplies and equipment presently located other substances which are used in the Conference Room as reasonably designated by Landlord, (c) until ordinary course of business of Lessee at the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take used and stored in compliance with applicable law), with all materials building systems in good working order and equipment into condition and with the Original Premises that may in compliance with applicable laws, ordinances and code requirements, including, without limitation, any sanitation procedures required or recommended by any applicable governmental or quasigovernmental authority for a food processing facility. If Lessor fails to perform such work or cause the Premises to be required for in compliance with the performance of any portion of Landlord’s Workforegoing sentence prior to the Commencement Date, and such failure continues for five (d5) Landlordbusiness days after receipt of written notice thereof, and/or its designated agents, Lessee shall perform Landlord’s Work in reasonable coordination with any work being performed in have the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, right to perform such work at Lessor’s expense, the same. Tenant acknowledges actual and agrees that the performance reasonable cost of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be due and payable within thirty (a30) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlorddays after receipt of written demand together with appropriate supporting documentation, and if Lessor fails to reimburse Lessee for such costs within such thirty (c30) made by Landlordday period, or its agents, Lessee shall be paid for by Tenant promptly when billed at have the net additional out of pocket right to deduct the cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,thereof from Rent next due and owing hereunder.

Appears in 1 contract

Sources: Stock Purchase Agreement (Tattooed Chef, Inc.)

Condition of the Premises. Except as specifically set forth in this Lease and in the Work Letters, and subject to Landlord’s obligations set forth in this Lease and in the Work Letters, Tenant shall occupy the Premises and accept the Building, including the base, shell, and core of the Premises (the “Base, Shell, and Core”) in their “AS-IS” condition as of the date of this Lease and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Retail Area or the Real Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Lease neither the Premises nor the Retail Area has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree that (a) The parties acknowledge that Tenant is currently in occupancy may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the Original Premisesapplicable construction-related accessibility standards under California law, has inspected (b) the same parties shall mutually coordinate and reasonably approve of the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be performed by Landlord or Tenant, as determined by remaining provisions of this Lease and Work Letter, and, any and all such alterations and repairs to be performed by Tenant shall performed in accordance with Article 8 of this Lease; provided Tenant shall have no obligation to do remove any work in repairs or alterations made pursuant to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenanta CASp inspection under this Section 1.2. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Retail Lease (KBS Real Estate Investment Trust II, Inc.)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy A. Subject to “punch lists” heretofore referred to and subject to latent defects, by taking possession of the Original Premises, has inspected Tenant shall be deemed to have agreed that the same Premises were as of the date of taking possession, in good order, repair and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Notwithstanding the foregoing, Landlord’s liability to Tenant acknowledges regarding latent defects shall be limited to the repair and/or replacement, as the case may be, of defective materials and agrees that workmanship and, in no event, shall Landlord be liable for special or consequential damages. Landlord shall have no obligation with respect to do any work latent defects (which shall mean defects that are not reasonably discoverable by Tenant upon a reasonable inspection of the Premises) in the Premises unless Tenant gives Landlord written notice of defective materials or workmanship prior to the Original date which is two (2) years after the Commencement Date. No promises of Landlord to alter, remodel, decorate, clean or improve the Premises and no representation or warranty, express or implied, respecting the condition of the Premises has been made by Landlord to Tenant, unless the same is contained herein or made a part hereof. Tenant hereby waives all claims against the Master Lessor, the Community, the Secretary and the United States arising from the condition of the Premises and agrees to hold the Master Lessor, the Community and the United States free and harmless from liability for any loss, damage or injury arising from the use of the Premises by Tenant, together with all costs and expenses in order connection therewith, except if caused by the negligent or willful misconduct of the Master Lessor, the Community, the Secretary or the United States. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to make time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Premises as of the date of construction and the tenant improvements installed in the Premises by Landlord as of the Commencement Date, comply with Title III and shall continue to comply with those requirements throughout the term of this Lease, as it suitable may be extended, except as provided in the next sentence. Tenant shall be responsible for all Title III compliance and ready for continued occupancy costs in connection with the Premises (including structural work, if any, and use including leasehold improvements or other work to be performed in the Premises under or in connection with this Lease) to the extent that same arises out of matters specific to Tenant’s Permitted Use of the Premises, including Tenant’s operation (if applicable) of the Lab, Deli, Workout Facilities, Meeting Rooms and other specialty areas, and/or resulting from alterations, improvements and/or additions to the Premises made by Tenant. (b) C. Tenant acknowledges the particular relevance and agrees that: (i) it has inspected applicability of Federal and Community laws pertaining to the Additional Spaceprotection and preservation of historic and archeological resources on Indian lands, is fully familiar with which are widespread throughout the physical condition thereof Community. Such laws include, without limitation, the Historic Preservation Act of 1966, the Archeological Resources Protection Act of 1979, the Native American G▇▇▇▇▇ Protection and Repatriation Act of 1991, and the Community’s Antiquities Ordinance of 1986, Code § 19-1 et seq. Tenant agrees to accept possession strict compliance with such laws for purposes of Tenant’s Permitted Use of the Additional Space in its then “as-is” condition as Premises and alterations made to the Premises by Tenant and further agrees, during the Lease Term, to notify the Community’s department responsible for cultural and environmental resources immediately upon the discovery or reasonable suspicion of the A.S. presence of archeological resources within the Premises. If during the construction of the Premises Landlord learns of the presence of historic or archeological resources, Landlord shall promptly notify Tenant of that discovery. If the discovery has a reasonable chance, in Landlord’s reasonable opinion, of delaying the Commencement Date and by more than nine (ii9) months, Tenant may elect to exercise its termination rights under Section 3.A(iii) of this Lease at that time unless Landlord shall have no obligation can provide reasonable assurances to do any work in or Tenant of its ability to complete the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to construction within nine (9) months of the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work Commencement Date (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground adjusted for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rentchange orders). 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Sublease (Medicis Pharmaceutical Corp)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy Upon the expiration of the Original PremisesTerm, has inspected the same and Landlord will not be responsible for removing from the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in tenant improvements or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use alterations constructed by Tenant, except nor for removing any of Tenant’s personal property, fixtures, or equipment, including the property to be conveyed to Tenant pursuant to this paragraph, and the Tenant will indemnify and hold the Landlord harmless from any claim made by the Owner against the Landlord for not removing such tenant improvements, alterations, or property. Upon the expiration or termination of the Lease, unless Tenant and Owner enter into a direct lease agreement, Tenant shall remove all of its personal property, fixtures, and equipment from the Premises, and, if required by Landlord, shall remove all tenant improvements and alterations installed by Tenant. The Parties agree that the Owner’s instrument of consent to this Sublease will contain a provision stating that the Owner as Lessor agrees that if the Tenant fails to restore the Premises upon surrender to the extent expressly provided condition existing prior to Tenant making its Tenant Improvements, the Owner will not look to the Landlord for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole the cost and expense of such restoration, provided, however, that if such instrument of consent does not contain such agreement from the Owner, then the Tenant will indemnify and hold the Landlord harmless from any claim made by the Owner against the Landlord for not restoring the Premises as required. Owner and Landlord agree that upon the expiration or termination of the Term, Tenant shall not be required to remove any tenant improvements or alterations that were existing in the Premises as of the Commencement Date, nor to repair any reasonable wear and tear or damage caused by casualty or condemnation. By this Lease, Landlord hereby conveys to Tenant for $1.00 all of Landlord’s furniture, fixtures, and equipment in the Premises, which Landlord shall leave in the Premises. Tenant agrees to accept such furniture, fixtures, and equipment “AS IS”, “Where Is,” and with no warranties or representations of any kind, except that Landlord shall convey such property free of any liens or claims by third parties, and the Tenant will pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution disposing of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy any of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal propertyfurniture, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted that it elects not to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by keep or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rentsell. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Sublease Agreement (Gi Dynamics, Inc.)

Condition of the Premises. Subtenant represents that it has made or caused to be made a thorough examination of the Premises and is familiar with the condition of every part thereof. Sublandlord shall deliver the Premises to Subtenant: (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premisesgood structural condition, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwisewatertight, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlordcompliance with all laws, Tenant shall promptly upon Landlord request rules, regulations, codes and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlordordinances, (c) until the completion with all building utility, mechanical, plumbing and electrical systems in good operating condition, (d) free of Landlord’s Workall other tenancies or occupants, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance (e) free of any portion of Landlord’s Workhazardous wastes or toxic substances, and (df) Landlordin broom-swept, and/or clean condition. Except as expressly provided in this Section 16, Subtenant agrees to accept the Premises in its designated "as is" condition on the date hereof. In no event shall Subtenant have any obligation to remove any environmentally hazardous materials or remediate any environmentally hazardous condition in, under or about the Premises or any other part(s) of the Building unless introduced or caused by Subtenant or Subtenant’s agents, shall perform Landlordcontractors, licensees, invitees, employees or any other party acting for or through Subtenant To Sublandlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; providedactual knowledge, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions as of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be date hereof: (a) requested by Tenant no other interest or Tenantclaim against Sublandlord’s designated agentsinterest in the Premises exists (other than as may be reflected in a current title report for the Building), (b) consented except as disclosed to by LandlordSubtenant, and Sublandlord has no knowledge of any violation of any law, ordinance, or other covenant or regulation affecting the Premises, (c) made by Landlordno litigation exists or is threatened with respect to the Premises, (d) no environmental contamination, or its agentsother conditions exist that would adversely affect Subtenant’s intended use of the Premises, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions (e) utilities are available to the Additional Space after Landlord’s Work Premises, (f) except as set forth in the Lease, there are no restrictions on the Premises regarding the use of the Building, hours of operation or other similar restriction, (g) no default has been completedoccurred, or with the passage of time will occur, under the Lease. Sublandlord has not made and does not make any representations or warranties as to the physical condition of the Premises, the use to which the Premises may be put, or any other matter or thing affecting or relating to the Premises, except as specifically set forth in this Section 16. Sublandlord shall be (a) requested by Tenant have no obligation whatsoever to perform any work, supply any materials or Tenant’s designated agents,incur any expense in connection with the preparation of the Premises for Subtenant's occupancy, except as expressly set forth in this Sublease.

Appears in 1 contract

Sources: Sublease Agreement (Dasan Zhone Solutions Inc)

Condition of the Premises. Except as expressly set forth in this Lease and in the Work Letter attached hereto as Exhibit C, Lessor shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Lessee shall accept the Premises in its “AS IS, WHERE IS” condition on the Lease Commencement Date. Notwithstanding anything to the contrary in the foregoing, Lessor shall deliver possession of the Premises to Lessee with all Building systems serving and located therein (aincluding standard ceiling lighting and electrical outlets) The parties acknowledge in good operating condition and working order. Subject to the foregoing, Lessor makes no representation or warranty, express or implied, with respect to the condition of the Premises, the Building or the Project, the suitability of the Premises, the Building or the Project for Lessee’s particular use, or any other conditions that Tenant may affect Lessee’s use and enjoyment of the Premises, the Building or the Project. Without limiting the foregoing, neither the Premises nor the Common Areas have undergone inspection by a Certified Access Specialist (CASp) within the meaning of California Civil Code Section 1938, and Lessor is currently in not providing any representations or warranties regarding whether the Premises or the Common Areas (or any portions thereof) meets all applicable construction-related accessibility standards. No construction conducted on, and/or development of, any adjoining property, whether or not performed or developed under the direction of Lessor or other persons, including any attendant noise and dust associated with such activity, shall affect the obligations of Lessee under this Lease or constitute a constructive eviction or a breach of the covenant of quiet enjoyment. No rights to any view or to light or air over any other portion of the Project or any other property, whether belonging to Lessor or any other person, are granted to Lessee by this Lease or are deemed an appurtenance to Lessee’s use and/or occupancy of the Original Premises. Lessor reserves from the leasehold estate hereunder, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees in addition to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use all other rights reserved by Tenant. (b) Tenant acknowledges and agrees thatLessor under this Lease: (i) it has inspected all exterior walls and windows bounding the Additional Space, is fully familiar with Premises and rights to the physical condition thereof and agrees to accept possession use of the Additional Space in its then “as-is” condition as roof of the A.S. Commencement Date Building, and (ii) Landlord shall have no obligation all space above the ceiling tiles (and commonly referred to do any work in or to as the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3“plenum”). 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (Atara Biotherapeutics, Inc.)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy As of the Original Delivery Date, the Common Areas of the Building shall be in compliance with all applicable governmental codes, laws and regulations, including the Americans with Disabilities Act of 1990, as amended as of such Delivery Date (the "ADA") and all Building systems will be in good operating order. The issuance of a valid Certification of Occupancy for the Building shall be conclusive evidence of Landlord's compliance with the foregoing requirements, except as to latent defects, and as to the completion of punchlist items. (However, any delay in the issuance of the same shall in no way imply that Landlord has not complied with the foregoing requirements). Tenant's acceptance of possession of the Premises (or any portion thereof), shall constitute an acknowledgement by Tenant: (a) that it has had full opportunity to examine the Building, including the applicable portion of the Premises, has inspected and is fully informed, independently of Landlord or Landlord's Agents, as to the same character, construction and structure of the Building and is fully familiar the Premises, and (b) except for latent defects (which shall be repaired by Landlord at Landlord's cost only in accordance with the physical condition thereof terms of subparagraph (b) below) and items expressly set forth in a timely punchlist delivered by Tenant agrees to accept Landlord in accordance with the Original Premises at terms of subparagraph (b) below, that Tenant accepts the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to applicable portion of the Original Premises in order to make it suitable accordance with the terms of the Lease and ready for continued occupancy and use by Tenantthe Exhibits thereto. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept Upon delivery of possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of the Premises, Tenant or its designated representative will inspect the Premises and, within five (5) business days of such delivery, give Landlord written notice (a "punchlist") of contended defects in Landlord’s Work's Work (as defined in Exhibit C), if any, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with of any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance contended variances of Landlord’s 's Work from the requirements of this Lease and Landlord shall endeavor to remedy such defects within thirty (30) days after notice thereof by Tenant. Landlord will use commercially reasonable efforts to remedy any such actual defect or increase variance described in Tenant's timely delivered punchlist. Tenant's failure to timely give such notice, or specify any defect or variance in such notice, is a waiver of all rights with respect to such defects (other than latent defects, which shall be warranted by Landlord for a period of one year following the cost for Landlord, and/or its designated agentsdate of delivery of possession of the applicable portion of the Premises) or variance not specified in such notice. (c) Landlord represents and warrants that, to perform Landlord's knowledge, as of the same. Tenant acknowledges Delivery Date, the Common Areas of the Building (including Building entrance doors, lobby areas, stairwells, elevators and agrees that the performance of Landlord’s Work is expressly conditioned upon common restrooms) are in compliance by Tenant with ADA and with all laws, statutes, ordinances, rules, regulations, requirements and directives of applicable government authorities (including police, fire, health and environmental authorities or agencies). During the terms and conditions Term of the Lease, including payment Landlord, at its cost and expense (subject to partial reimbursement in accordance with the terms of Rent. 3.03 Any changes Section 4.3, and except with respect to compliance costs which are specifically related to Tenant operations in or additions to Landlord’s Workthe Premises, the cost of which shall be borne exclusively by Tenant), will continue to ensure that the Common Areas of the Building comply with ADA and with all laws, statutes, ordinances, rules, regulations, requirements and directives of applicable government authorities (a) requested by Tenant including police, fire, health and environmental authorities or Tenant’s designated agentsagencies). Landlord further represents that, (b) consented to by Landlord's knowledge, and (c) made by Landlordas of the Delivery Date, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions zoning regulations applicable to the Additional Space after Landlord’s Work has been completedBuilding and any covenants, which shall be (a) requested by Tenant conditions or Tenant’s designated agents,restrictions appertaining to the Building permit the use of the Premises for the uses contemplated hereunder.

Appears in 1 contract

Sources: Deed of Lease (Microstrategy Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy “As-Is”. 7.1 Purchaser acknowledges that, between the date hereof and the expiration of the Original Due Diligence Period, Purchaser shall inspect the Premises, has inspected the same and the Building and is fully shall become familiar with the physical condition thereof and Tenant agrees state of repair thereof, and all other matters relating to the Premises, it being acknowledged by Purchaser that Purchaser has had (or during the Due Diligence Period shall have) a sufficient opportunity to perform all of Purchaser’s due diligence with respect to the Premises, and shall accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then as-where is” condition ”, as of the A.S. Commencement Date date of this Agreement, subject to reasonable use, wear, tear and (ii) Landlord shall have no obligation to do natural deterioration between now and the Closing Date, without any work reduction or credit or abatement in or the Purchase Price for any change in such condition by reason thereof subsequent to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution date of this Agreement. Landlord shall perform the work Except as expressly set forth in this Agreement, no representations, warranties or agreements of any kind whatsoever have been made by Seller in regard to the physical or operating condition of the Premises, the condition of Seller’s title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Premises, the expenses of operation and maintenance thereof, the present or prospective rental income therefrom, or any other matter or thing affecting or relating to the whole or any part of the Premises, and no representation, covenant or warranty shall survive the Closing, other than the Surviving Obligations. 7.2 Purchaser hereby acknowledges its reliance solely on its own examination, inspection and evaluation of the plans annexed hereto Premises, and not on any warranties or representation, whether express or implied, from Seller, except those warranties and representations expressly made a part hereof by Seller in this Agreement. Except as Exhibit B expressly set forth in this Agreement to the contrary, Purchaser releases Seller, any person, entity or party related to or affiliated with Seller (the Landlord’s WorkSeller Related Parties”) in and their respective successors and assigns from and against any and all claims which Purchaser or any person, entity or any party related to or affiliated with Purchaser (each, a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject “Purchaser Related Party”) has or may have arising from or related to delay by causes beyond Landlord’s control any matter or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole thing related to or in partconnection with the Premises, constructive including the documents and information referred to herein, the Lease and the Tenant thereunder, any construction defects, errors or actualomissions in the design or construction and any environmental conditions, including, but not limited, to mold, and, except as expressly set forth in this Agreement to the contrary, neither Purchaser nor any Purchaser Related Party shall look to Seller, the Seller Related Parties or their respective successors and assigns in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of its express terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Closing Date and shall not be a ground deemed to have merged into any of the documents executed or delivered at the Closing. To the extent required to be operative, the disclaimers and warranties contained herein are “conspicuous” disclaimers for any abatement of rent and shall not impose liability on Landlord by reason purposes of any inconvenienceapplicable law, injury to Tenantrule, regulation or order. Notwithstanding the foregoing, nothing contained herein shall relieve, release or limit Seller’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlordliability for Seller’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentSurviving Obligations. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Purchase and Sale Agreement (American Realty Capital New York Recovery Reit Inc)

Condition of the Premises. (a) The parties acknowledge Section 6.1. Tenant acknowledges that Tenant it is currently in occupancy fully aware of the Original Premises, has inspected condition of the demised premises and agrees to take the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then on a strictly “as is” conditionbasis without any warranty, representation or obligation whatsoever on the part of the Landlord with respect thereto. Section 6.2. Tenant acknowledges and agrees that Landlord shall have no obligation completely remodel the demised premises in the manner to do any outfit the same for its use; but all such remodeling work in or to shall meet the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees thatfollowing requirements: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof same shall be done in a good and agrees to accept possession of the Additional Space in its then “asfirst-is” condition as of the A.S. Commencement Date and class workmanlike manner; (ii) same shall not adversely affect the structural strength of the demised premises or the building of which they are a part; (iii) Tenant shall abide by all applicable laws, ordinances and insurance requirements, and Tenant shall first provide to Landlord adequate evidence of insurance; (iv) such remodeling shall have no obligation to do any work be done by contractor(s) and in or to the Additional Space in order to make it suitable full conformity with plans and ready for occupancy and use by Tenantspecifications, except to the extent expressly provided for in this Article 3. 3.02 Landlord which shall perform first require Landlord’s Work written approval; (v) such remodeling shall be done at such times and in such manner so as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay not to Landlord interfere in any manner with the sum continued conduct of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination Shopping Center or with any work being performed in by Landlord or any other occupants of the Original Premises Shopping Center and, without limitation, the Tenant shall use every legal effort to prevent work stoppages of any kind attributable to work being performed by or on behalf of Tenantthe Tenant (and shall require provisions in its contracts permitting it to do so); providedand (vi) such remodeling shall conform in every respect to the “Store Remodeling Regulations” set forth on Exhibit “B” hereto annexed and hereby made a part hereof. In any event, however, that Tenant and/or all such remodeling shall be completed by Tenant, including construction and installation of all leasehold improvements and equipping the demised premises with new trade fixtures and all personal property necessary or proper for the operation of Tenant’s designees business, and the demised premises shall be officially opened for business to the public, not interfere later than the date determined in accordance with or delay the performance provisions of LandlordSection 3.2. of this lease. Section 6.3. As part of Tenant’s Work or increase the cost for Landlordsaid remodeling, and/or its designated agents, Tenant shall install a temporary barricade to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions be put in front of the Lease, including payment demised premises prior to commencing and until Tenant has completed remodeling of Rent. 3.03 Any changes the demised premises and is ready to open for business. The exact location and all specifications of said barricade shall be reflected in or additions Tenant’s plans and specifications for its remodeling which as aforesaid shall be subject to Landlord’s Workprior written approval. Tenant agrees to furnish and install a sign or signet indicating that Tenant is coming to Warwick Mall which will be placed on said barricade. The exact size, which type, location and wording of said sign shall be (a) requested by Tenant subject to Landlord’s prior written approval. Section 6.4. Certain details of the construction of the Shopping Center may change, including the area, height and number of levels above or Tenant’s designated agentsbelow grade, (b) consented but, subject to by Landlordother provisions of this lease, and (c) made by Landlordthe position of the demised premises shall be substantially as shown on Exhibit “A”. Nothing in Exhibit “A” shall be treated as a representation that any or all of the buildings, or its agentsany other improvements or facilities, for which provision is made thereon shall be paid for constructed, or that such buildings, etc. will be or continue to be located, precisely within the areas shown on Exhibit “A”, or that such buildings, etc. will be or continue to be of the dimensions or shapes (or occupied by Tenant promptly when billed at any particular retail store) shown, it being the net additional out intention of pocket cost Exhibit “A” only generally to Landlord plus 5% for overhead. Any further changes in or additions to show diagrammatically, rather than precisely, the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,current status and possible development of the Shopping Center as presently contemplated.

Appears in 1 contract

Sources: Lease Agreement (Nbty Inc)

Condition of the Premises. (a) The parties acknowledge that 2.9.1 Tenant is currently shall notify Landlord in occupancy writing when Substantial Completion of the Original PremisesWork has been achieved. If Landlord believes that Substantial Completion has not occurred, Landlord shall notify Tenant in writing of its objections within five (5) Business Days after its receipt of the Tenant’s notice described in the preceding sentence. Tenant shall have a reasonable time after its receipt of Landlord’s notice in which to take such action as may be necessary to achieve Substantial Completion of the Work, and shall notify Landlord in writing when such has inspected been achieved. In the same and event of any dispute as to whether Substantial Completion has occurred, the Building and is fully familiar with receipt of a certificate of substantial completion from the physical condition thereof design professional administering the Work shall be conclusive that Substantial Completion of the Work has been achieved. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. shall agree on such Punch List Work and Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenantwill promptly complete it. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do 2.9.2 Except for any Punch List work in or to the Additional Space in order to make it suitable and ready for occupancy and use being performed by Tenant, except Landlord warrants to Tenant that the extent expressly provided for Building shall be in this Article 3. 3.02 compliance with Governmental Requirements and Access Laws in effect at the Commencement Date. Furthermore, Landlord shall perform Landlord’s Work warrant that the Building, restrooms and common areas are (as hereinafter definedor will be by or before the Commencement Date) fully and reliably functioning and in compliance with the Access Laws and all other applicable building codes. Landlord shall remedy any violation of this warranty, at its sole cost and expense providedexpense, howeverpromptly following receipt of notice. Other than the items covered by the provisions of Exhibit G attached, Landlord shall ensure that Tenant all HVAC and other systems serving the Premises and Building, including without limitation the electrical, plumbing, fire suppression, telecommunications and elevator systems, shall pay be properly and reliably functioning prior to Tenant’s occupancy. Landlord represents that, as of the sum date of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform Lease, it is not aware of any material defects in the work set forth Premises or Building, except as disclosed on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that H. Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy no representations as to the condition of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) have been made by Landlord, unless such are expressly set forth in this Lease or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost other written communications to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,.

Appears in 1 contract

Sources: Triple Net Lease (HouseValues, Inc.)

Condition of the Premises. (a) The parties Landlord and Tenant acknowledge that Tenant is currently in occupancy of has been occupying the Original PremisesPremises pursuant to the Lease, has inspected the same and the Building and is fully familiar with the physical condition thereof and therefore Tenant agrees continues to accept the Original Premises at the Extended Term Commencement Date in its then presently existing, “as is” condition. Tenant acknowledges and Except as expressly set forth in this Section 2.2, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Notwithstanding the foregoing, Landlord agrees that Landlord shall have no obligation to do any shall, on a one (1)-time basis and at Landlord’s sole cost and expense, perform the following work in or to the Original Premises in order to make it suitable utilizing Building standard methods, materials and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees thatfinishes: (i) it has inspected replace the Additional Spaceexisting supplemental HVAC unit which services the server room located in the Premises with a new HVAC unit which is reasonably comparable to the existing supplemental HVAC unit (the exact make, is fully familiar with the physical condition thereof model and agrees to accept possession specifications of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date which shall be reasonably and mutually agreed upon by Landlord and Tenant), and (ii) Landlord shall have no obligation to do any work in or to balance and service the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to HVAC system which services the entire Premises (the extent expressly provided for and scope of which shall be determined in this Article 3. 3.02 Landlord shall perform Landlord’s Work reasonable discretion) (as hereinafter defined) at its sole cost and expense providedcollectively, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in ). Tenant shall provide a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond clear working area for Landlord’s control or by the action or inaction of Tenant; providedWork, howeveras necessary, that Tenant acknowledges and agrees that (a) upon Landlord’s Work will be performed during normal business hours (unless Landlordreasonable request, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for move any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixturesfurniture, trade fixtures and equipment presently located personal property in the Conference Room Premises in such a manner as reasonably designated by to accommodate Landlord, (c) until the completion ’s performance of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and hereby agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Tenant’s business arising from Landlord’s Work, which nor shall Tenant be entitled to any compensation or damages from Landlord for (ai) requested by Tenant any loss or damage to Tenant’s designated agentsfurniture, (b) consented to by trade fixtures or personal property sustained in connection with Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out ’s performance of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completedor the relocation of any such items in order to perform Landlord’s Work, which shall be or (aii) requested by Tenant loss of use of the whole or any part of the Premises or of Tenant’s designated personal property or improvements resulting from Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents,) in connection with Landlord’s Work, or for any inconvenience or annoyance occasioned by Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with Landlord’s Work. Further, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises or the Building with respect to the suitability of the same for the conduct of Tenant’s business. Tenant acknowledges and agrees that Landlord is not in default or violation of any covenant, provision, obligation, agreement or condition contained in the Lease.

Appears in 1 contract

Sources: Office Lease (Anaptysbio Inc)

Condition of the Premises. A. Subject to Landlord’s obligation to complete the Punch List Work and to repair latent defects and subject to Landlord’s warranty of construction, all as set forth in Section 3 hereof, by taking possession of the Premises, Tenant shall be deemed to have agreed that the Premises were as of the date of taking possession, in good order, repair and condition. No promises of the Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty expressed or implied, respecting the condition of the Premises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or made a part hereof. B. Except as otherwise provided herein, Tenant shall, at its own expense, keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises (asubject to the approval of Landlord and within a reasonable period of time as specified by Landlord), loss by ordinary wear and tear, fire and other casualty, condemnation and damage by Landlord excepted. If Tenant does not do so promptly and adequately repair any such damage, Landlord may, but need not, make such repairs and Tenant shall pay Landlord for such repairs thirty (30) days after request by Landlord and receipt of documented expenses subject to and in accordance with the provisions of Section 28 hereof. C. The parties acknowledge that Tenant is currently in occupancy the Americans With Disabilities Act of 1990 (42 U.S.C. 12 10 1 et seq.) and regulations and guidelines promulgated thereunder, as all of the Original Premisessame may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“ Title III”) pertaining to business operations, has inspected accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the same Premises and the Building depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and is fully familiar (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Building, as of the Commencement Date, shall comply with the physical condition thereof ADA. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or in connection with this Lease) if used for other than the permitted purposes or resulting from Alterations (as hereinafter defined) to the Premises made by Tenant after the Commencement Date. (1) Landlord represents and warrants to Tenant that: (a) Landlord has not, nor is aware of anyone who has, at any time used or permitted the use of any portion of the Property to be used in violation of or in a manner which would create any liability under any federal, state or local environmental statutes, regulations, ordinances or orders (collectively “Environmental Laws”) relating to environmental conditions on, under or about the Property including violations of or liabilities arising under Environmental Laws relating to the presence of Hazardous Materials (defined below) at or under the Property; and (b) (i) to the best of Landlord’s knowledge and belief after due diligence and due inquiry, there does not exist (and will not exist as of the date of substantial completion of the Premises and Common Areas) any leak, spill, release, discharge, emissions or disposal of Hazardous Materials on or from the Property (including the Building to be located thereon) and (ii) and the Property and the Premises do not (and will not as of the date of substantial completion of the Premises and Common Areas) contain, or have present, any Hazardous Materials. In the event that any such leak, spill, release, discharge, emission or disposal of Hazardous Materials shall occur at the Property, Landlord shall take any and all actions necessary to bring the Property, including the Building, into compliance with Environmental Laws (including the elimination of prospective liabilities to Tenant arising under Environmental Laws which liabilities are caused by Landlord) and other governmental requirements relating thereto. Landlord agrees to accept notify Tenant immediately upon discovery of any Hazardous Materials on the Original Premises Property or in the Park, and subject to and in accordance with Section 17.K hereof, to indemnify, defend and hold harmless Tenant and its employees and agents from and against any claims, judgments, damages, administrative or judicial penalties, fines, costs, liabilities or loss (including without limitation reasonable attorneys’ fees) which arise during or after the Term from or in connection with the presence or suspected presence of Hazardous Materials at the Extended Term Commencement Date Building or the Property. In no event shall Landlord be obligated to indemnify Tenant for any Hazardous Materials which are generated or released at the Property, as a result of the negligent or willful acts or gross misconduct of Tenant, its employees, agents, contractors or licensees. The covenants and indemnifications set forth in its then “as is” conditionthis Section 10. Tenant acknowledges D.(l) and agrees that (2) shall survive the expiration or earlier termination of this Lease. (2) Subject to and in accordance with Section 17.K hereof, Landlord shall have no obligation defend, indemnify and hold Tenant harmless for and against any and all losses, costs (including reasonable attorney’s fees) liabilities and claims arising from Landlord’s violation of any Environmental Laws (or liabilities to do any work in Tenant arising under Environmental Laws which liabilities are caused by Landlord) which may affect the Property and the Premises and shall assume full responsibility and cost to remedy such violations or to liabilities caused by Landlord, provided that the Original Premises in order to make it suitable and ready for continued occupancy and use violations or liabilities are not caused solely by Tenant. (b3) Neither Landlord nor Tenant acknowledges shall at any time use, generate, store or dispose of on, under or about the Premises or transport to or from the same any Hazardous Materials or permit or allow any third party to do so, absent compliance with Environmental Laws except for customary cleaning supplies and agrees that: storage of diesel fuel. For the purposes of this Lease, the term “Hazardous Materials” shall include without limitation any oil, petroleum product, asbestos, any flammable, explosive or radioactive material, medical wastes or any oil, any hazardous or toxic waste, substance or material, including without limitation substances defined as “hazardous substances,” “hazardous waste,” “solid waste” or “toxic substances” under any Environmental Laws relating to any of the foregoing, air pollution (iincluding noise and odors) it has inspected soil, surface water or groundwater contamination, liquid and solid waste, pesticides, community and employee health, environmental land use management, storm water, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting) which laws may include, but not be limited to; the Additional SpaceToxic Substance Control Act; the Clean Water Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal Act, as amended; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Material Transportation Act, as amended; the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended; the Emergency Planning and Community Right-To-Know Act, as amended; the Occupational Safety and Health Act, as amended; comparable Arizona state and local environmental laws and/or ordinances; and all rules and regulations promulgated pursuant to such laws and ordinances. (4) In the event of a release or threatened release of Hazardous Materials to the environment resulting from Tenant’s activities at the Property or in the event any claim, demand, action or notice is fully familiar made against the Tenant regarding Tenant’s failure to comply with Environmental Laws, Tenant shall immediately notify the physical condition thereof Landlord in writing and shall give to Landlord copies of any written claims, demands or actions, or notices so made against or known to Tenant. (5) Upon termination of the Lease or upon Tenant’s abandonment of the leasehold, the Tenant shall, at its sole expense, remove any equipment which may cause contamination at or from the Property, and shall clean up any existing contamination caused by Tenant in compliance with all applicable Environmental Laws governing Hazardous Materials or in accordance with orders of any governmental regulatory authority. E. Landlord hereby covenants and agrees to accept possession maintain the Building and the Property in a first-class manner, to make all repairs, alterations, additions or replacements to the Property required by any law, ordinance or order or regulation of any public authority, including repairs, alterations, additions or replacements to the foundations and structural elements of the Additional Space in its then “as-is” condition as Building; to keep the Building equipped with all safety appliances so required; and to comply with the orders and regulations of the A.S. Commencement Date and (ii) Landlord shall have no obligation all governmental authorities with respect to do any work in zoning, building, fire, health codes, regulations, ordinances or laws applicable to the Additional Space in order Property and the Premises, including the ADA requirements set forth above, and any Environmental Laws relating to make it suitable and ready for occupancy and use by TenantHazardous Materials, except provided however, only to the extent expressly applicable and provided for herein, the cost of same may be included in this Article 3Operating Costs. 3.02 F. Landlord agrees to take all reasonable action available to Landlord to cause the Association, as defined in the Declaration, to comply with and enforce the terms and provisions of the Declaration, including but not limited to maintenance of insurance and the maintenance of the Park Common Areas, for the, benefit of the Property, as may be reasonably requested by Tenant. Notwithstanding the foregoing, if Landlord shall perform fail, having used good faith efforts, to cause the Association to cure such default (or if Such dispute shall not be resolved) within a reasonable period of time, then following thirty (30) days notice from Tenant to Landlord’s Work (as hereinafter defined) , Tenant shall have the right, at its sole cost and expense providedin the name of Landlord, however, that Tenant shall pay to Landlord file any such protest and/or to make demand or institute any appropriate action or proceeding against Association for the sum enforcement of $10,000.00 towards the cost of such work upon execution of this Agreementits obligations. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlordit shall sign such demands, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actualpleadings and/or other papers, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenienceotherwise cooperate with Tenant, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be reasonably required for or necessary to enable Tenant to enforce the performance obligations of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in Landlord against the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentAssociation. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease Agreement (Wells Real Estate Investment Trust Inc)

Condition of the Premises. (a) The parties acknowledge that Section 5.1. Tenant is currently in occupancy of has examined the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept possession of the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges condition on the Commencement Date, and further agrees that Landlord shall have no obligation to do perform any work in work, supply any materials, incur any expenses or to the Original Premises make any installations in order to make it suitable and ready prepare the Premises for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept ’s occupancy. The taking of possession of the Additional Space Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in its then “as-is” condition as of the A.S. Commencement Date good and (ii) Landlord satisfactory condition. Section 5.2. Tenant shall have no obligation the right to do any work in or to the Additional Space in order to make it suitable use, without additional charge, all wires, pipes, ducts and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises conduit installed by or on behalf of NYCC in the Premises, or between the Premises and the Roof Equipment, or between the Premises and the Building Systems, and all equipment left by NYCC in the Premises. Section 5.3. If requested by Tenant; provided, howeverLandlord, that Tenant and/or at Tenant’s designees expense, shall not interfere with join in any applications for any permits, approvals or delay the performance of Landlord’s Work or increase the cost for Landlordcertificates from any Governmental Authority required to be obtained by Tenant, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance shall sign such applications reasonably promptly after request by Tenant with all (provided that (i) the terms and conditions provisions of the Lease, including payment of Rent. 3.03 Any changes applicable Law shall require that Landlord join in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlordsuch application, and (cii) made by such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any unreimbursed cost or expense, including attorneys’ fees and disbursements, or its agentssuffer or incur any liability for which Landlord is not indemnified by Tenant. Section 5.4. Notwithstanding the foregoing, if any Alterations performed by or on behalf of Tenant under this Lease (the “Primary Work”) result in the necessity for Upgrade Work to be performed in the Building, whether or not in the Premises, in order to comply with Law, including any removal or remediation of Hazardous Materials, then notwithstanding anything to the contrary contained herein, Tenant shall be paid responsible for all cost and expense in connection with such Upgrade Work. “Upgrade Work” shall mean any Repairs or Alterations required to be performed by Law solely as a result of Primary Work performed by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Premises or other areas of the Building (to the extent permitted hereunder) which Alterations or Repairs would not otherwise be required to be performed in order for the Premises or any other portion of the Building to be in compliance with Law. Without limiting the generality of the foregoing, Upgrade Work has been completedshall not include curing existing violations, which shall be (a) requested whether or not of record, or Repairs necessitated by Tenant defects in existing construction or Tenant’s designated agents,other latent defects discovered as a result of or during the course of performing any Upgrade Work or Primary Work.

Appears in 1 contract

Sources: Lease Agreement (Telx Group, Inc.)

Condition of the Premises. (a) Tenant hereby accepts and agrees to occupy the Additional Premises in its current "as is" condition with the roof water tight. The parties acknowledge that Tenant is currently in occupancy elevator serving the production space portion of the Original PremisesAdditional Premises shall be fully operational and certified by the State of California as of the Additional Premises Commencement Date. Within twelve (12) months after the Additional Premises Commencement Date, has inspected Landlord shall repaint the same and exterior of the Building and upgrade the exterior landscaping. Landlord hereby grants Tenant a one-time construction allowance of up to Three Hundred Eighty-Seven Thousand Nine Hundred Thirty Dollars ($387,930.00) ("Tenant's Construction Allowance") for the cost of generic tenant improvements to be installed in the Additional Premises by Tenant including all associated architectural, engineering and professional fees and costs (exclusive of any overhead costs of Landlord). If requested by Tenant no later than September 1, 2001, Landlord shall provide an additional allowance ("Tenant's Improvement Allowance") of up to $193,965 to reimburse Tenant for additional Approved Work. The amount of Tenant's Improvement Allowance that is actually used shall be fully familiar amortized (inclusive of 10% per annum interest) over the Term of the Lease payable monthly as additional Rent. Tenant shall submit its plans for the tenant improvements for Landlord's written approval (the "Approved Work") prior to Tenant's commencement of construction of the Approved Work, and Landlord shall respond within five (5) business days of the date Tenant provides Landlord any specific set of complete preliminary or complete final plans required by Landlord's approval. All work performed by Tenant shall be performed in strict compliance with the physical condition thereof plans submitted for the Approved Work and no modification shall be made in such plans without the prior written approval of Landlord. Landlord shall pay Tenant's outside vendors or contractors for materials and services constituting the Approved Work, up to the maximum Tenant's Construction Allowance set forth above, within thirty (30) days following Landlord's receipt of Tenant's submittal to Landlord of approved invoices and conditional lien releases for payment. Tenant shall also be reimbursed from Tenant's Construction Allowance for the reasonable cost of all preliminary and final plans and specifications and all permits relating to the installation of the Approved Work. All of the Approved Work to be done by Tenant shall be done in accordance with the provisions of Paragraph 14. of the Lease, and Tenant agrees shall be required to accept follow Landlord's reasonable rules and regulations relating to contractors working in the Original Premises at the Extended Term Commencement Date in its then “as is” conditionProject. Tenant acknowledges and agrees that Landlord shall have no obligation the right to do any work in or reasonably approve all of Tenant's proposed contractors and subcontractors related to the Original Premises in order installation of the Approved Work. Landlord shall not charge an administrative fee relating to make it suitable and ready for continued occupancy and use by Tenant. (b) the installation of the Approved Work. Tenant acknowledges and agrees that: (i) it has inspected shall have the right to access the Additional Space, is fully familiar with the physical condition thereof Premises upon full execution of this First Amendment and agrees to accept possession vacation of the Additional Space in its then “as-is” condition as Premises by the existing tenant for the purpose of installing the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Approved Work (as hereinafter defined) at its sole cost and expense the "Construction Period"), provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay be bound by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentLease and this First Amendment during the Construction Period except for Tenant's obligation to pay Base Rent or Operating Expenses. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease Agreement (Biomarin Pharmaceutical Inc)

Condition of the Premises. (a) A. Subject to "punch lists" heretofore referred to by taking possession of the Premises, Tenant shall be deemed to have agreed that the Premises were as of the date of taking possession, in good order, repair and condition. No promises of the Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty expressed or implied, respecting the condition of the Premises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or made a part hereof. B. Tenant shall, at its own expense, keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises under the supervision and with the approval of Landlord and within a reasonable period of time as specified by Landlord, loss by ordinary wear and tear, fire and other casualty excepted. If Tenant does not do so promptly and adequately, Landlord may, but need not, make such repairs and Tenant shall reimburse Landlord therefor on demand. C. The parties acknowledge that Landlord has furnished hurricane shutters and related installation equipment, including mounting screws (collectively, the "Shutters") for attachment to the building, as required by law, but that it is undesirable for such Shutters to be installed to cover the outer doors and windows at the Premises, unless and until a hurricane or similar natural condition threatens for which the use of such Shutters would be desired, advised, or required. Landlord shall use reasonable efforts to install and remove the Shutters at such time or times when such installation may be required by law or deemed advisable by Landlord, but Landlord cannot and does not grant any assurance to Tenant is currently in occupancy that the Shutters will be installed or removed when needed (due to, among other things, the limited mount of time and general chaos preceding the need) so Tenant shall remain free to install and remove the Shutters when such installation or removal may be required by law or desired by Tenant. Accordingly, Tenant hereby releases Landlord from any duty to make such installations or removals at any time or times and for any loss or damage (including, but not limited to, the Premises) as may arise from any failure to make such installations or removals. If Tenant installs or removes the Shutters, then Tenant assumes responsibility for any loss or damage to the Shutters as a consequence of Tenant's installation or removal thereof from time to time. D. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the Original Premisessame may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements under Title III of the ADA ("Title III") pertaining to business operations, has inspected accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the same Premises and the Building depending on, among other things: (1) whether Tenant's business operations are deemed a "place of public accommodation" or a "commercial facility," (2) whether compliance with such requirements is "readily achievable" or "technically infeasible," and is fully familiar (3) whether a given alteration affects a "primary function area" or triggers so-called "path of travel" requirements. Landlord represents that the Building, and any tenant improvements installed by Landlord at the Premises in accordance with this Lease, comply with Title III as of the date of the Commencement Date. Tenant shall be responsible for all Title III compliance and costs in connection with the physical condition thereof Premises (including structural work, if any, and Tenant agrees including leasehold improvements or other work to accept be performed in the Original Premises at the Extended Term Commencement Date under or in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or connection with this Lease) to the Original extent arising out of (i) compliance with new requirements under Title III required after the Commencement Date, (ii) matters specific to Tenant's activities or operations, or (iii) alterations to the Premises in order to make it suitable and ready for continued occupancy and use made by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease Agreement (Improvenet Inc)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same Sole and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept exclusive possession of the Additional Space portion of City’s Premises described in its then “as-is” condition as Exhibit B, free of the A.S. Commencement Date all trash, debris, and (ii) Landlord parties in possession shall have no obligation be delivered to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work District at Initial Closing (as hereinafter defined) subject to City's reversionary rights described in this Paragraph. Sole and exclusive possession of the former ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Gracemount and ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Sites shall be delivered to the City at Initial Closing. Should District fail to meet the Conditions of transfer (defined below) on or before the Final Closing, City may exercise its reversionary rights to the City's Premises. If District defaults in or violates any one or more of the Conditions of transfer, and fails to cure such default or violation within 90 days after receipt of City's written notice of default, then the City will have the right at its sole cost option, to re-enter and expense providedtake possession of the City's Premises and to terminate (and revest in the City) the estate conveyed by the Deed. District agrees that all Improvements will attach immediately and become a part of the City's Premises, howeverand that if the City exercises its right of re-entry, all right, title and interest in and to the Improvements will immediately vest in the City. Sole and exclusive possession of the District’s Premises, free of all trash, debris and parties in possession shall be delivered to City at Final Closing (as hereinafter defined). District agrees to accept the City’s Premises in its present “AS IS” condition. The City agrees to accept the District’s Premises in present "AS IS" condition excepting that Tenant shall pay the JFK HS will be abated, demolished, backfilled, graded and seeded the site in a manner consistent with its other demolition projects (the "Conditions of transfer"). The Parties acknowledge that neither is relying upon any representations, warranties, or other information given or supplied by City or District with respect to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth environmental conditions existing on the plans annexed hereto Premises, or other matters in entering into this transaction or developing and made a part hereof constructing its Project except those items specifically listed in Paragraph 10. City makes no covenant, representation, or warranty as Exhibit B (“Landlordto the suitability of the City’s Work”) Premises for any purpose whatsoever or as to the physical condition of the City’s Premises, except those listed in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond LandlordParagraph 10. District covenants and represents that the District’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work Premises will be performed during normal business hours (unless Landlordsuitable for use as a residential park upon conveyance to City as well as those covenants, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actualrepresentations, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) warranties listed in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentParagraph 10. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Real Estate Transfer and Development Agreement

Condition of the Premises. (a) The parties acknowledge Landlord shall deliver the Premises to Tenant in such condition that Tenant is currently the Building shall not encroach upon any property, street or right-of-way adjacent to the Building, and shall not violate the agreements or conditions contained in occupancy any applicable Legal Requirement and any of the Original PremisesPermitted Exceptions, has inspected and shall not impair the same rights of others under any easement or right-of-way to which the Building is subject. Landlord shall construct and complete the Building and is fully familiar with install the physical condition thereof and Tenant agrees Fixtures, any other improvements, fixtures or personal property or other work or matters to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or be completed pursuant to the Original Premises in order to make it suitable and ready Work Letter attached hereto as Exhibit E that are necessary for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional SpaceBuilding to be licensed by the State of Georgia and receive classification as a LTACH for payment for all Medicare discharges under the Prospective Payment System for facilities of this type as provided under 42 CFR § 412.500 et seq. (the “LTACH License”), is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as such statute requires as of the A.S. Commencement Effective Date of this Lease, (ii) Tenant’s satisfaction of the requirements imposed by the Georgia Department of Community Health in connection with the issuance of the Certificate of Need for the Premises (the “CON”), (iii) accreditation with the Joint Commission (the “Accreditation”) and (iv) any certificate of occupancy or other local permit or certification required for Tenant to legally and permissibly occupy the Premises (the “CO”). As clarification, the CON, the LTACH License, the Accreditation and any other license(s), approval(s), permit(s), certification(s) or accreditation(s) to commence operations in the Premises for its Permitted Use (other than the CO) shall be applied for by Tenant. Landlord is not responsible for applying for the CON, the LTACH License or the Accreditation or for completing any other license(s), approvals(s), permit(s), certification(s) or accreditation(s) (other than the CO); however, (i) Landlord shall construct and complete the Building in such manner and condition that the Premises will not cause the CON, the LTACH License and the Accreditation to fail, be rejected, or fail to be approved due to Landlord’s failure to construct and complete the Building per the Work Letter attached hereto as Exhibit E and that are necessary as Landlord’s work and responsibility, and (ii) Landlord shall have be solely responsible for applying for and obtaining the CO. In no obligation to do any work in way shall Landlord be responsible for a failure, rejection or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum denial of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury approval due to Tenant’s business failure to perform its responsibilities pursuant to the Work Letter attached as Exhibit E hereto or otherwisecomplete “Tenant’s Work” (as defined therein) after Landlord has completed its work, (b) whether occurring prior to or after Substantial Completion. In no matter shall Substantial Completion be achieved if the Premises is not delivered in order such condition that Tenant may obtain the CON, the LTACH License and the Accreditation. Prior to facilitate the performance by taking of possession, Tenant and Landlord will prepare the Punchlist related to the Premises in the manner contemplated in the Work Letter attached hereto as Exhibit E. All Punchlist Items will be completed or corrected at the expense of Landlord if the Punchlist Items are part of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at under the Work Letter attached hereto as Exhibit E. Tenant’s sole cost and expense relocate taking of possession prior to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees Punchlist Items shall not interfere with or delay the performance relieve Landlord from any obligation to complete any of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance be performed by Tenant with all Landlord under the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,Letter attached hereto as Exhibit E.

Appears in 1 contract

Sources: Lease Agreement (Cornerstone Healthcare Plus Reit, Inc.)

Condition of the Premises. (a) The parties acknowledge undersigned Buyer acknowledges that Tenant is currently in occupancy no representations or warranties of the Original Premisesany kind whatsoever, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “other than as is” condition. Tenant acknowledges and agrees that Landlord shall may have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work been set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by LandlordNotice of Tax Possession Auction, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises have been made by or on behalf of Tenant; providedthe City of ▇▇▇▇▇▇▇ concerning zoning, howeverabutters, that Tenant and/or Tenant’s designees shall environmental matters, septic systems, state of title, common expenses, utilities, operating expenses, current rental income, physical or structural condition of the premises, any leases, tenancies or occupancy arrangements with respect to the premises, the existence on the premises of any hazardous waste, asbestos, lead-based paint, plaster or other lead-based accessible material, or any other materials which may be subject to governmental regulation or restriction, or any other matters whatsoever. Title to any personal property located on the premises will not interfere with or delay be conveyed. Without limiting the performance generality of Landlord’s Work or increase the cost for Landlordforegoing, and/or its designated agents, to perform the same. Tenant undersigned purchaser acknowledges and agrees that the performance undersigned Buyer has received the Department of Landlord’s Work Public Health Property Transfer Notification Package, issued by the Director of the Child Lead Poisoning Prevention Program in the Department of Public Health for the Commonwealth of Massachusetts (attached as Exhibit I), and the undersigned Buyer further acknowledges and agrees that the undersigned Buyer has waived the opportunity to have an environmental or lead inspection conducted prior to the public auction foreclosure sale of the premises. It is expressly conditioned upon compliance by Tenant understood that the Buyer shall maintain the premises in conformance with all applicable environmental laws and regulations, including, but not limited to Mass. Gen. L. c. 21E, Mass. Gen. L. c. 111, and 42 U.S.C. § 103, et seq., and that the terms and conditions Seller shall have no liability in connection with environmental issues as further provided in Exhibit J. The Buyer acknowledges that no representations or warranties of any kind whatsoever, other than as may have been set forth in the Notice of Tax Possession Auction, have been made by or on behalf of the LeaseCity of ▇▇▇▇▇▇▇ concerning the presence or absence of a septic system on the premises, including payment and that no inspection has been conducted by the City of Rent. 3.03 Any changes in or additions ▇▇▇▇▇▇▇ for the same. Pursuant to Landlord’s Work310 CMR 15.301, which if the premises are serviced by a septic system, the Buyer shall be (a) requested by Tenant or Tenant’s designated agentsrequired, (b) consented at his/her/their/its own expense, to by Landlordinspect the septic system no later than six months from the date of sale, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at otherwise comply with the net additional out requirements of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,310 CMR

Appears in 1 contract

Sources: Memorandum of Sale

Condition of the Premises. (a) The parties acknowledge that Landlord shall deliver the Premises to Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then as isAs-Is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do No representation, express or implied, respecting any work in matter or thing relating to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. Premises, the Property or this Lease (b) Tenant acknowledges and agrees that: (i) it has inspected including, without limitation, the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space Premises or the Property) have been made to Tenant by Landlord, other than as may be contained in its then “as-is” condition as of the A.S. Commencement Date and (ii) this Lease. Landlord shall have no obligation to do any work in or grants to the Additional Space in order Tenant (including its agents and contractors) a non-fee, non-exclusive, non-transferable license to make it suitable enter upon the Property during the period [8 a.m. to 5 p.m.] or other times after the end and ready for occupancy and use by Tenant, except to before the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum start of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, and on weekends or holidays as agreed upon by the Landlord in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) writing in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlordthat Tenant, Tenant shall promptly upon Landlord request and at Tenant’s sole cost cost, risk and expense relocate expense, may survey, make test borings and carry out related and reasonably necessary exploratory work related to this Project and for no other areas purpose. Tenant shall not use or permit any person to use said Property in such manner as to constitute a nuisance or to violate any public law, ordinance or regulation from time to time applicable thereto. The license granted hereunder shall include reasonable ingress and egress rights as may be provided by Landlord in its reasonable discretion. Nothing herein shall waive, limit, release, compromise or settle in any way or to any extent whatsoever claims, damages, rights and/or remedies available to or vested in Landlord against Tenant and/or arising from or related to the conduct of Tenant or its officers, employees, agents, volunteers, invitees, consultants, contractors and subcontractors, all such claims, damages, rights and remedies being expressly and entirely reserved by Landlord. Either Landlord or Tenant may terminate this license at any time with or without cause effective upon delivery to the other of a written notice of termination. If any action of the Original Premises all materialsTenant or its officers, personaltyemployees, furnishingsagents, personal propertyvolunteers, fixturesinvitees, trade fixtures consultants, contractors and equipment presently located subcontractors, in the Conference Room as reasonably designated by exercise of this right of entry results in damage to the Property including improvements, the Tenant will, at its option, either repair such damage or make an appropriate settlement with the Landlord. Tenant agrees to make available to Landlord all data, (c) until reports and information resulting from the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the samesurvey and exploration hereunder. Tenant acknowledges shall cause any consultant, contractor, subcontractor or any other person having responsibility for work on the Property under the license granted hereunder to maintain in full force and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Leaseeffect insurance as required under Article 14, including payment of RentInsurance. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Ground Lease Agreement

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or Prior to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession commencement of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work Improvements (as hereinafter defined) defined herein”), the Tenant may, at its sole cost and expense providedexpense, howeverundertake a complete environmental assessment to determine whether there is any evidence of an adverse environmental condition due to use, that production, storage or release of hazardous materials (as defined in Section 12 below) in, on or around the premises. If any such adverse environmental condition is found to exist, Tenant shall pay to Landlord has the sum option of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made either undertaking a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy complete remediation of the Original Premises and such work shall not constitute an eviction of Tenant in whole site as may be required by any federal, state, county or in partmunicipal agency, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate or terminating this lease. Should the Tenant elect to other areas terminate this lease, the Tenant shall be required to transfer and assign all its rights and interests in any and all permits, licenses or approvals Tenant has pending or it has been issued through the date of the Original termination and the Tenant shall, without cost to Landlord, promptly execute and deliver any documents, including but not limited to plans, surveys and reproducible drawings, which may be necessary to obtain or maintain said permits, licenses and approvals. The commencement by the Tenant of the construction of the Improvements as defined herein constitutes an acknowledgement by the Tenant that it has undertaken a full and complete examination of the Premises, including, without limitation, any encumbrances, subsurface conditions, existing structures thereon, if any, the presence of any asbestos or other Hazardous Materials (as defined in Section 12 below) located on, in or under the Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located accepts the same in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of same condition in which they or any portion of Landlord’s Workpart thereof now are, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work except as otherwise expressly provided in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the this Lease, including payment of Rent. 3.03 Any changes in or additions waives all rights to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions object to the Additional Space after Landlord’s Work has been completedcondition thereof and assumes all risks in connection therewith, which shall be (a) requested by Tenant or Tenant’s designated agents,subject to the provisions of Section 12 below.

Appears in 1 contract

Sources: Lease Agreement

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy HFC makes no warranty or representation to Licensee of any kind, express or implied, regarding the suitability of the Original Facility, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Facility, including the Premises. The Premises is offered by HFC and accepted by Licensee in its current condition, on an "AS IS" basis. Licensee agrees that it has inspected examined the same and the Building Premises and is fully familiar satisfied with the physical condition thereof condition, fitness and Tenant agrees to accept order thereof. Commencement of the Original use of the Premises at shall be conclusive that the Extended Term Commencement Date Premises were in its then “as is” good repair and in satisfactory condition, fitness and order when such use commenced. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by TenantLICENSEE FURTHER AGREES THAT THE PREMISES SHALL BE DELIVERED BY HFC TO LICENSEE "AS IS", "WHERE IS" AND "WITH ANY AND ALL FAULTS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR THE USE THEREOF FOR ANY PARTICULAR PURPOSE. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional SpaceUpon reasonable notice, is fully familiar with the physical condition thereof and agrees either party shall be entitled to accept possession request a mutual inspection of the Additional Space in its then “as-is” condition as Premises before and/or after the License Period, together with an inspection report signed by each party. (c) At the end of the A.S. Commencement Date License Period, the Premises shall be vacated and (ii) Landlord surrendered up to HFC in the same condition found before the commencement of the License Period, excepting damage due to ordinary wear and tear, the elements, Force Majeure, or any other cause not occasioned by a negligent or intentional act or failure to act of Licensee or an agent, employee, contractor or invitee of Licensee. Licensee shall have no obligation to do any work in promptly pay the cost of repairing damage or injury to the Additional Space in order to make it suitable Premises, including its fixtures and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3furnishings. 3.02 Landlord shall perform Landlord’s Work (as hereinafter definedd) Should Licensee fail to vacate and surrender the Premises at its sole cost and expense providedthe end of the License Period, however, that Tenant Licensee shall pay to Landlord HFC as liquidated damages and not as a penalty (both parties hereto agreeing that damages from such a holding over are difficult to ascertain) for each day or portion thereof during which all or part the sum Premises are not vacated and surrendered an amount equal to 150% of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth license fee listed on the plans annexed hereto then-current rate sheet for use and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, occupancy for that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy portion of the Original Premises that has not been vacated and surrendered. Further, HFC may remove and store all goods and chattels at the sole expense of Licensee and may dispose of any such work shall not constitute an eviction property if, after the expiration of Tenant in whole or in partfive calendar days, constructive or actual, and Licensee has failed to remove the property from the possession of HFC. HFC shall not be a ground for any abatement liable to Licensee on account of rent and shall not impose liability on Landlord by reason so removing, storing, or disposing of any inconvenienceproperty as provided by this Section, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant and Licensee shall promptly upon Landlord request save and at Tenant’s sole cost and expense relocate to other areas hold HFC harmless from any liability from another licensee who is prevented from occupying their licensed portion of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions Facility due to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,holding over of Licensee.

Appears in 1 contract

Sources: License Agreement

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy Landlord makes no warranties or representations of any nature whatsoever with respect to the condition or suitability for any purpose of the Original Premises or any part thereof. Tenant hereby acknowledges and warrants that it has inspected and knows the condition of the Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept accepts the Original Premises at in their present, “AS IS, WHERE IS” condition and state of repair, with all faults. Tenant waives all claims in contract, tort, bailment or otherwise concerning the Extended Term Commencement Date suitability of the Premises for any particular purpose. Tenant will keep the Premises in its then “as is” a neat, orderly and sanitary condition, in good repair, and in a condition appropriate for the purpose of this Lease. Tenant acknowledges and agrees that Landlord shall have has no obligation under this Lease to do any work in maintain or repair, or to conduct any improvement work on the Original Premises. For the avoidance of doubt, the foregoing shall not limit or restrict any obligations that Landlord may have to Tenant under any other agreement between the parties. Landlord is leasing the Premises solely on the basis of its examination, inspection and investigation and not on the basis of any statement, representation, warranty, expressed or implied, written or oral, made by Landlord or its agents or its employees that is not expressly contained in this Agreement; and Tenant is leasing the Premises in order its “AS-IS, WHERE-IS” condition, with all faults and with no representation or warranty of any type or nature being made by Landlord or any person on Landlord’s behalf, except as expressly otherwise provided in this Agreement. Tenant further acknowledges that although Landlord knows the Purpose that Tenant intends for the Premises, Tenant is not relying on the Landlord's skill or judgment in selecting the Premises. Accordingly, Landlord makes no warranty or representation that the Premises are fit for Tenant's intended use or its particular purpose and Tenant waives any such warranty to make which it suitable might be entitled. All implied warranties with respect to the Premises, including those related to hidden defects therein or the fitness thereof for a particular purpose, zoning, or other regulatory matters, are hereby disclaimed by Landlord and ready expressly waived by Tenant unless said warranties are not allowed to be waived under the Louisiana Civil Code. Without limiting the generality of the foregoing, Landlord does not warrant that the Premises are free from hidden, redhibitory or latent defects or vices or that the Premises are fit for continued occupancy the use intended by the Tenant, and use by Tenant. (b) Tenant hereby expressly waives all rights pursuant to La. C.C. arts. 2696, 2697 and 2698. Without limiting the generality of the foregoing, Tenant acknowledges and agrees thatthat Landlord makes no representation or warranty as to: (i) it has inspected the Additional Spacevalue, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “asPremises (including soils, geological conditions, the presence or absence of radioactive, petroleum-is” condition based, Hazardous Substances (as defined below), and availability or quality of the A.S. Commencement Date and water); (ii) Landlord shall have no obligation to do the sufficiency or suitability of the Premises for Tenant’s purposes or any work in purpose; (iii) the square footage, acreage or configuration of the Premises; (iv) the sufficiency or completeness of any plans for the Premises; (v) zoning or land use controls affecting the Premises; (vi) the state of repair or structural integrity of any improvements on the Premises or their compliance (or the compliance of any activities previously conducted thereon or therein) with any federal, state or municipal laws, ordinances, regulations or requirements (including those relating to the Additional Space sale of subdivided lands), except as may be expressly described elsewhere in order this Agreement; or (vii) the environmental status or condition of the Premises; and/or (viii) the extent to make it suitable and ready for occupancy and use by which the Premises or Landlord has complied or failed to comply with any permits, approvals or requirements of applicable Environmental Laws (defined below). In particular, but without in any way limiting the foregoing, Tenant, except on behalf of itself and any entity affiliated with, owned or controlled by Tenant or a controlling member of Tenant, other than the Landlord (collectively defined herein as the “Tenant Entities”), hereby forever waives, releases and covenants not to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform assert any claims against Landlord’s Work (as hereinafter defined) at , its sole cost successors, assigns, employees, agents, representatives, past, present and expense providedfuture, howevertheir affiliates and subsidiaries, that Tenant shall pay to Landlord the sum past present and future, their respective parents, subsidiaries, and affiliates past present and future, and each of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto their officers, directors, and made a part hereof as Exhibit B shareholders, past, present and future, (“Landlord’s WorkRepresentatives”) in a building standard manner using building standard materials in compliance with from any and all Applicable Laws with reasonable dispatchresponsibility, subject liability, claims, rights, remedies, causes of action and damages, and expressly agrees to delay by causes beyond release, indemnify, protect and defend Landlord and Landlord’s control Representatives and hold each of them harmless, from any and all actions, causes of action, claims, demands, liabilities, damages, losses, costs, expenses (including reasonable consulting and attorneys’ fees) or suits of any kind brought by any third party, including, but not limited to, the action United States Environmental Protection Agency and the Louisiana Department of Environmental Quality arising from or inaction relating to: (1) the investigation, removal and remediation of Tenantfuture releases or discharges or threatened releases and discharges of Hazardous Substances on, at, under, about or emanating from the Premises; provided(2) any other claims, howeverfor or arising out of the presence of Hazardous Substances on, at, under, about or emanating from the Premises or any property in the vicinity of the Premises (including in the soil, air, structures and surface and subsurface water), including natural resource damage claims; (3) the performance or non-performance of remedial actions with respect to any future releases or threatened releases of Hazardous Substances on the Premises; and (4) any future violations by Landlord or Landlord Representatives of any Environmental Laws regarding the Premises. For the avoidance of doubt, the foregoing shall not limit or restrict any obligations that Tenant acknowledges and agrees that (a) Landlord or Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury Representatives may have to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agentsTenant Entities under any other agreement between the parties. As used herein, (b) consented the term "Environmental Law" will mean, as amended and in effect from time to by Landlordtime, and (c) made by Landlordany federal, state or local statute, ordinance, rule, regulation, judicial decision, or its agentsthe judgment or decree of a governmental authority, shall be paid for arbitrator or other private adjudicator by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,the Premises is bound, pertaining to health, industrial hygiene, public safety, occupational safety or the environment, including, without limitation, the Surface Mining Control and Reclamation Act (30 U.S.C. §1201 - et seq.), the Uranium Mill Tailings Reclamation Control Act (42 U.S.C. §7901 - et seq.), the Mining Health and Safety Act (30 U.S.C. §801 - et seq.), the Comprehensive Environmental Response, Compensation & Liability Act of 1980 (42 U.S.C. § 9601 - et seq.); the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 - et seq.); the Toxic Substances Control Act (15 U.S.C. § 2601 - et seq.); the Clean Water Act (33 U.S.C. § 1251 - et seq.); the Oil Pollution Act of 1990 (33 U.S.C. § 2701 - et seq.); the Clean Air Act (42 U.S.C. § 7401 - et seq.); the Hazardous Substance Transportation Act; the Emergency Planning and Community Right-To-Know Act (42 U.S.C. § 11001 - et seq.); the Endangered Species Act of 1973 (16 U.S.C. § 1531 - et seq.); the Federal Land Policy and Management Act of 1976 (43 U.S.C. § 1701 - et seq.); the Lead-Based Paint Exposure Reduction

Appears in 1 contract

Sources: Ground Lease (PBF Holding Co LLC)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently Except as may be otherwise expressly provided in occupancy this Lease, the taking of possession of the Original PremisesPremises by Lessee shall in itself constitute acknowledgment that the Premises is in good and tenantable condition, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant Lessee agrees to accept the Original Premises at the Extended Term Commencement Date Property in its then “presently existing condition, "as is” condition. Tenant acknowledges ," and agrees that Landlord the Port shall have no obligation not be obligated to do make any work improvements, repairs or modifications thereto, including any abatement of any environmental condition such as asbestos containing material in or on the Premises. Lessee represents and acknowledges that it has made a sufficient investigation of the conditions of the Property existing immediately prior to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform Lease (including investigation of the work set forth on surface, subsurface and groundwater for toxic materials, including contamination and hazardous substances) and is satisfied that the plans annexed hereto Premises will safely support the type of improvements to be constructed and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay maintained by causes beyond Landlord’s control or by Lessee upon the action or inaction of Tenant; provided, howeverPremises, that Tenant the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease, that Lessee accepts all risks associated therewith and that Lessee shall be solely responsible for all costs, expenses, losses, damages, claims and liabilities that may result from Lessee's use of the Premises in their presently existing conditions. Lessee specifically acknowledges that except as otherwise may be expressly provided herein the Port has made no representations concerning the condition of the Premises or any Improvements and/or the fitness of the Premises or any Improvements for Lessee's intended use, and/or the compliance of the Premises and/or any Improvements with any federal, state, or local building code or ordinance or with any laws or regulations or guidelines regarding disabled or handicapped persons, including without limitation the Americans With Disabilities Act of 1990, and Lessee expressly waives any duty which the Port might have to make any such disclosures. Lessee further agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlordthat, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole event Lessee subleases all or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or the Property or assigns its designated agents, shall perform Landlord’s Work interest in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment Lessee shall indemnify and defend the Port for, from and against any matters which arise as a result of RentLessee's failure to disclose any relevant information about the Premises to any subtenant or assignee. It is the intention of the Port and Lessee that the immediately preceding sentence shall survive any release of Lessee by the Port upon any assignment of the Lease by Lessee. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Lease Agreement (Oro Spanish Broadcasting Inc)

Condition of the Premises. (a) The parties acknowledge that A. Tenant is currently in occupancy of the Original Premises, has inspected the same demised premises including all equipment which is a part thereof and, except as provided in Section 43 of this Lease, accepts the premises in the condition they are in as of the date of this Lease subject to Landlord's obligations under this Lease, as hereinafter defined, and the Building warranties and is fully familiar with the physical condition thereof representations of Landlord set forth in subsection B below and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date elsewhere in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenantthis Lease. (b) Tenant acknowledges B. Landlord represents and agrees that: warrants as follows: (i) it Landlord has inspected no notice of any liens to be assessed against the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and premises; (ii) Landlord shall have has no obligation to do knowledge of any work in or violation of any laws relating to the Additional Space premises; (iii) The execution, delivery, and performance of this Lease by Landlord will not result in order any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance on the premises under any agreement or other instrument to make it suitable which Landlord is a party or by which Landlord or the premises might be bound; (iv) There are no legal actions, suits, or other legal or administrative proceedings, including condemnation cases, pending or threatened, against the premises, and ready for occupancy and Landlord is not aware of any fact that might result in any such action, suit, or other proceeding; (v) Landlord knows of no fact or condition of any kind or character whatsoever that adversely affects the intended use of the premises by Tenant; (vi) To Landlord's knowledge, except without verification, Tenant's intended use of the premises will not violate the applicable zoning classification of the premises, and Landlord does not have any knowledge of any action or proceeding, whether actual, pending, or threatened, relating to zoning or use of the extent expressly provided for premises; and (vii) To Landlord's knowledge, without verification there has been no leak, spill, release, discharge, emission or disposal of Hazardous Substances on the premises to date; and the premises are free of Hazardous Substances in this Article 3. 3.02 Landlord shall perform Landlord’s Work (actionable quantities as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord of the sum of $10,000.00 towards the cost of such work upon execution date of this AgreementLease. All the foregoing statements are true and correct. Landlord shall perform indemnify and hold Tenant harmless from and against any and all damage resulting from any material misrepresentation or breach of warranty. If any claim is asserted against Tenant that would give rise to a claim by Tenant against Landlord for indemnification under the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatchprovisions of this section, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, then Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost give written notice to Landlord plus 5% for overhead. Any further changes in or additions concerning such claim and Landlord shall, at no expense to Tenant, defend the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,claim.

Appears in 1 contract

Sources: Lease (Wholesome & Hearty Foods Inc)

Condition of the Premises. Landlord hereby represents and warrants to Tenant that, as of the date of Tenant's taking possession thereof: (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same Premises and the Building are in good order and satisfactory condition, except for the matters on the punch list pursuant to Section 7 of the Work Letter Agreement, (b) the Premises and the Building are in compliance with all then-applicable law, and (c) all taxes, assessments, and other similar governmental charges levied on or attributable to the Building have been paid current. Tenant hereby acknowledges that Landlord has not made any representation or warranty with respect to the suitability or fitness of the Premises or the Building for the conduct of Tenant's Use or for any other purpose. No promise of Landlord to alter, remodel, repair or improve the Premises, the Building or the Project and no representation, express or implied, respecting any matter or thing relating to the Premises, Building, Project or this Lease (including, without limitation, the condition of the Premises, the Building or the Project) have been made to Tenant by Landlord or its Broker or Sales Agent, other than as may be contained herein or in a separate Exhibit or addendum, attached hereto, signed by Landlord and Tenant. Landlord hereby represents and warrants to Tenant, that to the current knowledge of Landlord as of the date Landlord executes this Lease (defined as the actual current knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇, excluding constructive knowledge or duty of inquiry), except as disclosed to Tenant in Section 49 below, there is not any contamination, hazardous waste, or toxic substance in existence on or below the surface of the Property. Tenant acknowledges that Landlord has made disclosures regarding the environmental condition of the Property in Section 50 below, and that Tenant has reviewed such disclosures and is fully familiar satisfied with the physical environmental condition thereof of the Property. Notwithstanding the foregoing provisions of this Section 11, Landlord shall indemnify, defend and hold Tenant agrees to accept and each of Tenant's partners, shareholders, officers, directors, affiliates, successors and assigns free and harmless from any and all actions (including without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages, consultants', reasonable attorney's and experts' fees, court costs and amounts paid in settlement of any claims or actions, fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, contamination of, or adverse effects upon, the Original Premises at environment, water tables or natural resources) liabilities or losses (excluding consequential damages) arising from the Extended Term Commencement Date presence of the environmental contamination or hazardous materials on the Property which are described in its then “as is” conditionSection 50 below. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for nothing in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at Section 11 relieves Tenant from its sole cost and expense providedobligations under Section 22(a), howeverwhich obligations include, without limitation, that Tenant shall pay to Landlord the sum be liable for any releases of $10,000.00 towards the cost any hazardous materials resulting from Tenant's operations of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control its business or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of RentPremises. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (Insweb Corp)

Condition of the Premises. Subtenant represents that it has made or caused to be made a thorough examination of the Premises and is familiar with the condition of every part thereof. Sublandlord shall deliver the Premises to Subtenant: (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premisesgood structural condition, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwisewatertight, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlordcompliance with all laws, Tenant shall promptly upon Landlord request rules, regulations, codes and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlordordinances, (c) until the completion with all building utility, mechanical, plumbing and electrical systems in good operating condition, (d) free of Landlord’s Workall other tenancies or occupants, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance (e) free of any portion of Landlord’s Workhazardous wastes or toxic substances, and (df) Landlordin broom-swept, and/or clean condition. Except as expressly provided in this Section 16, Subtenant agrees to accept the Premises in its designated "as is" condition on the date hereof. In no event shall Subtenant have any obligation to remove any environmentally hazardous materials or remediate any environmentally hazardous condition in, under or about the Premises or any other part(s) of the Building unless introduced or caused by Subtenant or Subtenant’s agents, shall perform Landlordcontractors, licensees, invitees, employees or any other party acting for or through Subtenant. To Sublandlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; providedactual knowledge, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions as of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be date hereof: (a) requested by Tenant no other interest or Tenantclaim against Sublandlord’s designated agentsinterest in the Premises exists (other than as may be reflected in a current title report for the Building), (b) consented except as disclosed to by LandlordSubtenant, and Sublandlord has no knowledge of any violation of any law, ordinance, or other covenant or regulation affecting the Premises, (c) made by Landlordno litigation exists or is threatened with respect to the Premises, (d) no environmental contamination, or its agentsother conditions exist that would adversely affect Subtenant’s intended use of the Premises, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions (e) utilities are available to the Additional Space after Landlord’s Work Premises, (f) except as set forth in the Lease, there are no restrictions on the Premises regarding the use of the Building, hours of operation or other similar restriction, (g) no default has been completedoccurred, or with the passage of time will occur, under the Lease. Sublandlord has not made and does not make any representations or warranties as to the physical condition of the Premises, the use to which the Premises may be put, or any other matter or thing affecting or relating to the Premises, except as specifically set forth in this Section 16. Sublandlord shall be (a) requested by Tenant have no obligation whatsoever to perform any work, supply any materials or Tenant’s designated agents,incur any expense in connection with the preparation of the Premises for Subtenant's occupancy, except as expressly set forth in this Sublease.

Appears in 1 contract

Sources: Sublease Agreement (Dasan Zhone Solutions Inc)

Condition of the Premises. (a) The parties acknowledge Tenant acknowledges that Landlord has made no representation or promise as to the condition of the Expansion Premises. Landlord shall not perform any alterations, additions, or improvements in order to make the Expansion Premises suitable for Tenant. Tenant further acknowledges that it is currently in occupancy possession of the Original Premises, has inspected the same and the Building Existing Premises and is fully familiar with the physical condition thereof as well as the condition of the Expansion Premises and Tenant agrees to accept accepts both the Original Existing Premises at the Extended Term Commencement Date in its then and Expansion Premises as isAS IS.condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do not be liable for any work latent or patent defect in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by TenantExpansion Premises. (b) a. Tenant acknowledges and agrees that: (i) it has inspected the Additional Spaceshall, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense providedexpense, howeverperform all work necessary or desirable in connection with Tenant’s occupancy of the Expansion Premises and the Existing Premises (collectively, the “Expansion Premises Improvements”). Tenant shall furnish to Landlord, for Landlord’s written approval, plans and specifications for the Expansion Premises Improvements, showing a layout, lighting plan, fixture plan, interior finish and material samples, signage plan, and any work to be done or equipment to be installed by Tenant affecting any structural, mechanical, or electrical portion of the Premises or the Building. The plans and specifications will be prepared by a licensed architect and the electrical and mechanical plans will be prepared by a licensed professional engineer. The plans and specifications shall comply with all applicable laws, ordinances, directives, rules, regulations, and other requirements imposed by any and all governmental authorities having or asserting jurisdiction over the Expansion Premises and the Existing Premises. Landlord shall review the plans and specifications and either approve or disapprove them, in Landlord’s sole discretion, within a reasonable period of time not exceeding five (5) business days from receipt by Landlord thereof. The Expansion Premises Improvements shall be constructed by a licensed general contractor selected and paid by Tenant and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed. Tenant shall cooperate as reasonably necessary so that its general contractor will cause the Expansion Premises Improvements to be completed promptly and with due diligence. The Expansion Premises Improvements shall be performed in accordance with the plans and specifications as approved by Landlord and shall be done in a good and workmanlike manner using new materials. All such work shall be done in compliance with all other applicable provisions of the Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of any governmental authorities having or asserting jurisdiction over the Premises, and Tenant shall, prior to the commencement of any such work, at its sole cost and expense, obtain and exhibit to Landlord all building and/or other governmental permits required in connection with such work. Prior to the commencement of any work by Tenant, Tenant shall furnish to Landlord a certificate of insurance in accordance with the requirements set forth in the Lease. Any damage to any part of the Premises Building which occurs as a result of the Expansion Premises Improvements shall be promptly repaired by Tenant. b. Provided Tenant shall not be in default under the terms of the Lease as hereby amended beyond any applicable notice, grace and cure periods, Landlord shall pay an improvement allowance equal to the lesser of (i) the actual cost of the Expansion Premises Improvements (including Soft Costs, as defined in the Lease) and any other costs relating to Tenant's relocation, or (ii) the product of the Rentable Area of the Expansion Premises (11,235 rentable square feet) and $40.00 (i.e. $449,400.00) (the " Expansion Premises Improvements Allowance"), as partial payment for the costs of the Expansion Premises Improvements. Tenant may apply the Expansion Premises Improvements Allowance towards Soft Costs (as defined in the Lease) at either the Expansion Premises or the Existing Premises. Landlord’s payment of the Expansion Premises Improvements Allowance to Tenant is conditioned upon (a) Landlord’s receipt and approval of copies of verifiable paid invoices from the parties performing the work and/or the space planning in connection with the Expansion Premises Improvements and/or the Tenant Improvements to the Existing Premises, and, (b) if required by Landlord, final contractor's affidavits and final lien waivers from Tenant’s contractors, subcontractors and others supplying materials for and performing the work in any portion of the Premises for Tenant. The Expansion Premises Improvements Allowance, or the applicable portion thereof, shall be paid to Tenant within thirty (30) days of Tenant’s delivery of all of the required invoices and any applicable lien waivers to Landlord. Tenant shall be responsible for all costs associated with the design and construction of the Expansion Premises Improvements over and above the Expansion Premises Improvements Allowance. Any portion of the Expansion Premises Improvement Allowance which is not applied by December 31, 2017 shall be retained by Landlord, and no credit shall be given to Tenant for any such unused portion thereof. Landlord shall assess a construction management fee from the Tenant in the amount of three percent (3%) of the Expansion Premises Improvements Allowance in connection with Landlord’s supervision of the Expansion Premises Improvements, which shall be paid from the Expansion Premises Improvements Allowance. Within thirty (30) days after the Expansion Premises Improvements have been substantially completed, Tenant shall promptly deliver to Landlord a copy of the certificate of occupancy issued by the appropriate governmental authority. c. At Landlord's option, if Landlord receives notice that a lien has been filed with respect to the Expansion Premises Improvements, the Expansion Premises Improvements Allowance, or any portion thereof, may be paid by Landlord directly to the general contractor performing the Expansion Premises Improvements or to any lienor giving notice as defined in the Florida Construction Lien Law. d. Tenant shall never, under any circumstances, have the power to subject the interest of Landlord in the Premises, the Building, or the Land (hereinafter defined) to any mechanic’s, materialmen’s, or construction liens of any kind. In order to comply with the provisions of Chapter 713.10, Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics and/or laborers, shall have any right to file or place any mechanics’, materialmen’s or construction liens of any kind whatsoever upon the Premises, the Building, the Land, or improvements thereon, and any such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant shall pay has no power to Landlord subject Landlord’s interest to any mechanics’, materialmen’s or construction lien of any kind or character, and all such persons so dealing with Tenant must look solely to the sum credit of $10,000.00 towards Tenant, and not to Landlord’s interest or assets. IN ADDITION, THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING, AND THE LAND SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS TO THE PREMISES, THE BUILDING, AND/OR THE LAND MADE BY TENANT, NOTWITHSTANDING ANY APPROVAL BY LANDLORD OF ANY CONTRACT(S) WITH ANY CONTRACTOR(S), AND/OR LANDLORD’S APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO ENTERING INTO ANY CONTRACT FOR THE CONSTRUCTION OF ANY ALTERATION OR IMPROVEMENT, TENANT SHALL NOTIFY THE CONTRACTOR MAKING IMPROVEMENTS TO THE PREMISES, THE BUILDING AND/OR THE LAND OF THE FOREGOING PROVISION, AND TENANT’S KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACTOR SHALL RENDER THE CONTRACT BETWEEN TENANT AND THE CONTRACTOR VOIDABLE AT THE OPTION OF THE CONTRACTOR. Simultaneously with the cost of such work upon Landlord’s and Tenant’s execution of this Agreement. Lease, but in no event, later than the filing of any notice of commencement against the Premises, Tenant agrees to execute and deliver to Landlord shall perform the work a memorandum of lease in such form as set forth on the plans annexed in Exhibit “B” attached hereto and made a part hereof hereof, which, among other things, sets forth the covenant against liens as Exhibit B (“Landlord’s Work”) described in a building standard manner using building standard materials in this Section 7 for purposes of compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Florida Statute 713.10. Tenant acknowledges and agrees that (a) Landlord’s Work will in no event shall a notice of commencement be performed during normal business hours (unless Landlordrecorded in the public records of Palm Beach County, Florida against the Premises prior to the recording of the memorandum of lease. Landlord shall have the right, in its sole and absolute discretion, elects otherwise) while to record the memorandum of lease in the public records of Palm Beach County, Florida. Further, Tenant remains appoints Landlord its attorney in occupancy fact coupled with an interest to terminate any such memorandum of lease which, if any, has been recorded, upon the Original Premises and such work shall not constitute an eviction expiration or termination of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement this Lease due to the lapse of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business time or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease Amendment (Cross Country Healthcare Inc)

Condition of the Premises. (a) The parties acknowledge Tenant acknowledges that Tenant is currently it has been and continues to be in occupancy possession of the Original Premises, is familiar with the condition of the Original Premises and accepts the Original Premises in its presently existing, “as is” condition, with all faults and without representation, warranty or improvements by Landlord of any kind whatsoever. Tenant hereby agrees that the Additional Premises shall be taken “as is”, “with all faults”, “without any representations or warranties,” except as expressly provided in this Section. Tenant hereby acknowledges that it has inspected had an opportunity to investigate and inspect the condition of the Additional Premises and the suitability of same for Tenant’s purposes, and T▇▇▇▇▇ does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Additional Premises, the Building or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Additional Premises, the Building or the Project or with respect to the suitability of the Additional Premises, the Building or the Project for the conduct of T▇▇▇▇▇’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Additional Premises and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then decision to enter into this First Amendment and let the Additional Premises in an “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to Notwithstanding the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Spaceforegoing, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform at Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate to other areas using Landlord’s standard industrial materials, Landlord shall perform the following work in the Additional Premises (collectively, the “Landlord Work”): (i) install LED lighting in the Additional Premises; (ii) recarpet all carpeted floors in the office portion, and install new floors in the restroom portion, of the Original Premises Additional Premises; (iii) install illuminated Exit signs near exist doors of the Additional Premises; (iv) patch all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located holes in drywall in the Conference Room as reasonably designated by Landlord, Additional Premises; and (cv) until the completion paint demising wall. Within five (5) days of LandlordTenant’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required receipt of Building standard samples for the performance of any portion of Landlord’s Workcarpet and flooring, and (d) LandlordTenant shall make a selection in writing 4867-8975-9850, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0 to Landlord’s Work. If Tenant fails to timely select such carpet and flooring, which Tenant shall be (a) requested by Tenant or Tenant’s designated agentshave no further right to make such selection and Landlord may choose the carpet and flooring in its sole and absolute 4867-8975-9850, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0

Appears in 1 contract

Sources: Multi Tenant Industrial Triple Net Lease (Thorne Healthtech, Inc.)

Condition of the Premises. (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term A. At Commencement Date or on Early Possession: Tenant acknowledges that neither Landlord nor its agents have made any promise to alter, remodel or improve the Premises or the building or any other improvement thereon, except as expressly provided in its then “as is” conditiona written rider, addendum or amendment to this Lease. Tenant acknowledges and agrees that neither Landlord shall nor its agents have no obligation to do made any work in representation or warranty with respect to the Original condition of the Premises in order to make it suitable and ready for continued occupancy and use by or the building or any other improvement thereon. Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept 's taking possession of the Additional Space in its then “as-Premises shall conclusively establish that the Premises and the building and other improvements located thereon were, at such time, taken by Tenant "as is" and Tenant hereby waives any claims which may hereafter arise against Landlord resulting from the condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do Premises or any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly improvement thereon. Except as otherwise provided for in this Article 3.Lease, Tenant shall only maintain on the Premises such furniture, furnishings, equipment and other property as may be required to use the Premises for the purposes described in Paragraph 1.1, subparagraph G. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) B. Removal of Personal Property and Trade Fixtures at its sole cost and expense Expiration or Termination: Any such property of Tenant may be sold, encumbered, replaced or removed from the Premises at any time by Tenant provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution expiration or earlier termination of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to LandlordLease, Tenant shall promptly upon Landlord request and at Tenant’s sole cost and expense relocate agrees to other areas of remove any such property from the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to if so directed by Landlord, and (c) made provided further that Tenant shall repair any and all damage to the Premises or building resulting from the removal of any of Tenant's property after expiration or termination of the Lease. C. At Expiration or on Termination of the Lease: Upon the expiration or other termination of this Lease, Tenant shall surrender the Premises to Landlord broom clean in a good state of repair and in the same configuration and at least as good condition as when received, subject to the provisions of Paragraphs 6.1, 6.2 and 10.1 of this Lease, and Tenant shall remove all its property as directed by Landlord. Any and all alterations, improvements, changes or its agentsrepairs to the Premises and all electrical, plumbing, sewage, and other mechanical systems on or in the Premises or the building and other improvements forming a part thereof, exclusive of Tenant's trade fixtures, shall be surrendered with the Premises upon termination of this Lease in good and working order, reasonable wear and tear excepted. Any property left on or in the Premises upon expiration or other termination of this Lease may, at Landlord's option, either be deemed abandoned and, at Landlord's option, be disposed of or be placed in storage in a public warehouse in the name of, for the account of and at the sole expense and risk of Tenant, but Tenant shall remain liable to Landlord for any and all damages to the Premises caused by removal of Tenant's property and for any or all costs and expenses paid for or incurred by Landlord in connection with the foregoing. Tenant hereby agrees to release, indemnify, hold harmless, protect and defend Landlord from any and all loss, cost, damage and expense, including attorneys' fees arising out of any damage to or loss of any property left by Tenant promptly when billed at upon the net additional out Premises upon the expiration or other termination of pocket cost this Lease and with respect to Landlord plus 5% for overhead. Any further changes in or additions any and all claims and liability relating to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,such property.

Appears in 1 contract

Sources: Lease Agreement (Navidec Inc)

Condition of the Premises. Landlord warrants that the Building's basic plumbing, mechanical, heating, ventilating, air conditioning and electrical systems (acollectively, the "Operating Systems") The parties acknowledge that Tenant is currently are in occupancy of good working order commencing on the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Lease Commencement Date and continuing for ninety (ii90) Landlord shall have no obligation to do any work in or to days after the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to Lease Commencement Date (the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant"Warranty Period"); provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of Landlord shall have no liability hereunder for repairs or replacements necessitated by the Original Premises and such work shall not constitute an eviction acts or omissions of Tenant in whole or in partand/or of Tenant's representatives, constructive or actualagents, contractors and/or employees. As Landlord's sole obligation and shall not be a ground as Tenant's sole remedy for any abatement Landlord's breach of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlordthis warranty, Tenant shall promptly upon have the right to cause Landlord request and to repair the defective Operating Systems (subject to the limitations set forth herein) at Tenant’s Landlord's sole cost and expense relocate to other areas (without inclusion of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located that cost or expense in the Conference Room as reasonably designated by Landlord, (c) until the completion Operating Expenses for purposes of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenantthis Lease); provided, however, that Tenant and/or Tenant’s designees shall have given Landlord written notice setting forth with specificity the nature and extent of such malfunction within such Warranty Period. If Tenant does not give Landlord the required notice within said Warranty Period, correction of any such malfunction shall be the obligation of the party responsible to maintain such malfunction as provided in this Lease. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the "Tenant Work Letter"), Tenant shall accept the Premises and the Building, including the base, shell, and core of (i) the Premises and (ii) the floor of the Building on which the Premises is located (collectively, the "Base, Shell, and Core") in their "AS-IS" condition as of the Lease Commencement Date and Landlord shall not interfere with be obligated to provide or delay pay for any improvement work or services related to the performance improvement of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the samePremises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant's business, except as specifically set forth in this Lease and agrees the Tenant Work Letter. Subject to the foregoing Warranty Period and any punch list items as provided in the Work Letter, the taking of possession of the Premises by Tenant shall conclusively establish that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all Premises and the terms Building were at such time in good and conditions of the Leasesanitary order, including payment of Rentcondition and repair. 3.03 Any changes in or additions to Landlord’s Work, which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Additional Space after Landlord’s Work has been completed, which shall be (a) requested by Tenant or Tenant’s designated agents,

Appears in 1 contract

Sources: Office Lease (Allied Esports Entertainment, Inc.)