Common use of Condition of the Subleased Premises Clause in Contracts

Condition of the Subleased Premises. Subtenant acknowledges that as of the Commencement Date, Subtenant shall have inspected the Subleased Premises, and every part thereof, and by taking possession shall have acknowledged that the Subleased Premises is in good condition and without need of repair, and Subtenant accepts the Subleased Premises “as is”, 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 Subleased Premises. Subtenant accepts the Subleased 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 Subleased Premises and any covenants or restrictions of record. Notwithstanding the foregoing, Sublandlord will ensure that all systems and equipment (including the Building Systems) serving the Subleased Premises and the Building are in good working order as of the Commencement Date and that the Building is in compliance with applicable laws, codes and ordinances in effect as of such date and that Sublandlord’s current use is in compliance with applicable zoning ordinances. Except as set forth above, Subtenant acknowledges that neither Sublandlord nor Master Landlord have made any representations or warranties as to the condition of the Subleased Premises or its present or future suitability for Subtenant’s purposes. Sublandlord hereby grants to Subtenant, for the benefit of Subtenant and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Sublease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Sublandlord under the terms hereof.

Condition of the Subleased Premises. Subtenant acknowledges that as of Prior to the Term Commencement Date, Subtenant Sublessor shall have inspected remove the Subleased Premisesclean room and ancillary equipment therein (including turning sprinkler heads up to account for an “open ceiling” delivery condition), remove the compressor system and ancillary piping therein, and every part thereof, and by taking possession shall have acknowledged that repair any damage to the Subleased Premises is caused by such work (including replacement of damaged ceiling tiles and patch and prime paint of damage to drywall). Except for Sublessor’s obligations in good condition the immediately preceding sentence, Sublessee shall accept and without need of repair, and Subtenant accepts the Subleased Premises “as is”, 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 Subleased Premises. Subtenant accepts sublease the Subleased Premises in their condition existing as of the Commencement Date“AS-IS”, subject “WHERE-IS” condition. Sublessee acknowledges and agrees that Sublessor has no obligation to all applicable zoningmodify, municipal, county and state laws, ordinances, and regulations governing and regulating the use of improve or otherwise prepare the Subleased Premises for Sublessee’s occupancy (except as provided in the first sentence of this paragraph and any covenants or restrictions of record. Notwithstanding the foregoing, Sublandlord will ensure that all systems and equipment (including the Building Systemsin Section 3.2 below) serving the Subleased Premises and the Building are in good working order as of the Commencement Date and that the Building is in compliance with applicable laws, codes and ordinances in effect as of such date and that Sublandlord’s current use is in compliance with applicable zoning ordinances. Except as set forth above, Subtenant acknowledges that neither Sublandlord nor Master Landlord have Sublessor has made any no representations or warranties of any kind, express, implied or otherwise, as to the condition of the Subleased Premises or the suitability or fitness of the Subleased Premises for Sublessee’s intended use, occupancy or operations. Sublessee acknowledges that prior to signing this Sublease it has had the opportunity to inspect the Subleased Premises to Sublessee’s full satisfaction, and to contact Master Landlord in order to independently satisfy itself as to the condition of same, including without limitation, the presence or absence of any hazardous substances or materials. Sublessee, at its present sole cost and expense, shall obtain all permits, consents, licenses, certificates of occupancy and approvals necessary for Sublessee to lawfully install and construct any alterations or future suitability for Subtenant’s purposes. Sublandlord hereby grants improvements to Subtenantthe Subleased Premises, lawfully use and occupy the Subleased Premises for the benefit of Subtenant Permitted Use, and/or lawfully conduct and its employees, suppliers, shippers, contractors, customers and invitees, during operate Sublessee’s business in the term Subleased Premises. 3.1 Sublessor agrees that it will not make any improvements or alterations to the Subleased Premises between the date of this SubleaseSublease and the Term Commencement Date, other than the non-exclusive right improvements and alterations described in the first sentence of Section 3 above, those which Sublessor is required to usemake pursuant to the terms of the Master Lease, in common with others entitled to such use, the Common Areas as they exist from time to time, or those that Sublessor reasonably believes or has been informed by Master Landlord will be subject to any rights, powers, and privileges reserved by Sublandlord a restoration obligation under the terms hereofMaster Lease. 3.2 Provided the Term Commencement Date has occurred, Sublessor agrees that it will cause its Building signage to be removed before Sublessee installs its Building signage in accordance with this Sublease and the Master Lease (and Sublessee shall give Sublessor at least fifteen (15) days prior written notice of the date Sublessee’s Building signage is to be installed).

Condition of the Subleased Premises. (a) Sublandlord shall deliver the Subleased Premises to Subtenant acknowledges on the Commencement Date free of all tenancies, occupancies and encumbrances created by, under or through Sublandlord, and in vacant and broom clean condition. (b) Subtenant shall, at its sole cost and expense, perform the work set forth on the schedule annexed hereto and made a part hereof as “Exhibit D” in a building standard manner using building standard materials (“Subtenant’s Work”). Subtenant, or Subtenant’s designated agent, shall perform Subtenant’s Work in compliance with all Applicable Laws (though nothing contained herein shall require Subtenant to obtain any governmental sign-offs and/or approvals prior to the Commencement Date); provided, further, however, that as of if it is determined, following the Commencement Date, Subtenant shall have inspected the Subleased Premises, and every part thereof, and by taking possession shall have acknowledged that the Subleased Premises is any portion of Subtenant’s Work has been performed or installed in good condition and without need violation of repair, and Subtenant accepts the Subleased Premises “as is”, Subtenant having made all investigations and tests it has deemed necessary or desirable Applicable Laws which were in order to establish to its own complete satisfaction the condition of the Subleased Premises. Subtenant accepts the Subleased 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 Subleased Premises and any covenants or restrictions of record. Notwithstanding the foregoing, Sublandlord will ensure that all systems and equipment (including the Building Systems) serving the Subleased Premises and the Building are in good working order effect as of the Commencement Date and that such violation does not result from any cause or condition created by Sublandlord, then Subtenant shall be solely responsible for remedying any such violation, subject to Subtenant’s right to defer compliance therewith for so long as Subtenant is contesting in good faith the validity or applicability thereof to the Subleased Premises, the Building is or the Land. (c) Subtenant, or Subtenant’s designated agent, shall perform Subtenant’s Work with reasonable dispatch, subject to delay by causes beyond its control or by the action or inaction of Sublandlord; provided, however, that Sublandlord acknowledges and agrees that (1) Subtenant’s Work will be performed while Sublandlord remains in compliance occupancy of the Prime Lease Premises, and except for the OT Work (as hereinafter defined), during normal business hours (unless Subtenant, in its sole discretion, elects otherwise) and that such work shall not constitute an eviction of Sublandlord 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 Subtenant by reason of any inconvenience, injury to Sublandlord’s business or otherwise, (2) in order to facilitate the performance by Subtenant of Subtenant’s Work without delay and/or additional expense to Subtenant, Sublandlord shall promptly upon request and at its sole cost and expense relocate to other areas of the Prime Lease Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located therein as reasonably designated by Subtenant, (3) until the completion of Subtenant’s Work, Subtenant, and/or its designated agents, shall be permitted to access the Prime Lease Premises and take all materials and equipment into the Prime Lease Premises that may be required for the performance of any portion of Subtenant’s Work, and (4) Subtenant, and/or its designated agents, shall perform Subtenant’s Work in reasonable coordination with applicable lawsany work being performed in the Prime Lease Premises by or on behalf of Sublandlord; provided, codes however, that Sublandlord and/or Sublandlord’s designees shall not interfere with or delay the performance of Subtenant’s Work or increase the cost for Subtenant, and/or its designated agents, to perform the same. Subtenant shall use reasonable efforts to minimize interference with Sublandlord’s normal business activities within the Premises; provided, however, that Sublandlord acknowledges and ordinances in effect as agrees that, at Subtenant’s election, Subtenant’s Work shall be performed on normal business days during normal business hours, except for the portion of such work consisting of framing demising wall construction (i.e., installation of track and studs), core drilling, heavy demolition, and installation of dry wall on the side of the Prime Lease Premises constituting the Delcath Premises (collectively, the “OT Work”), which shall be performed before or after normal business hours. (d) Subtenant shall promptly commence performance of Subtenant’s Work and utilize commercially reasonable efforts to substantially complete such work on or before the date and that Sublandlord’s current use is in compliance with applicable zoning ordinances. Except as occurring forty five (45) days following the date of this Sublease first set forth above; provided, however, that the failure of Subtenant acknowledges that neither to substantially complete such work on or before such date shall not affect the validity of this Sublease and Subtenant shall have no liability to Sublandlord nor Master Landlord have made any representations or warranties as to the condition of the Subleased Premises or its present or future suitability for therefor, and this Sublease and Subtenant’s purposes. obligations thereunder shall not be impaired or diminished by reason thereof, nor shall Sublandlord hereby grants be entitled to any compensation or diminution or abatement of rent by reason thereof and this Sublease shall remain in full force and effect. (e) Subtenant, for the benefit of Subtenant and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Sublease, the ’s Work shall be deemed to be substantially completed notwithstanding that (i) minor or non-exclusive right material details of construction, mechanical adjustment or decoration remain to usebe performed, in common with others entitled provided that said “Punch List Items” shall be completed by Subtenant within a reasonable time thereafter or (ii)a portion of Subtenant’s Work is incomplete because construction scheduling requires that such work be done after incomplete finishing or after other work to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved be done by or on behalf of Sublandlord under the terms hereofis completed.