Early Surrender. Notwithstanding any provision to the contrary contained in the Lease, as amended hereby, Landlord and Tenant hereby acknowledge and agree that, on or before August 31, 2019 (notwithstanding that such date occurs prior to the New Expiration Date, the "Surrender Date"), Tenant shall vacate and surrender and deliver possession of the Premises to Landlord in the condition described in Section 3 below. In the event Tenant does not timely vacate and surrender possession of the Premises on or before the Surrender Date in accordance with the terms hereof, then the terms and conditions of Article 16 of the Original Lease shall apply with respect thereto, provided, however, the Tenant indemnification obligations set forth in Article 16 of the Original Lease shall not be applicable during the first thirty (30) days following the Surrender Date. Accordingly, subject to the terms and conditions of this Section 2, during the period (the "Surrender Period") commencing on the day immediately following the Surrender Date and continuing through the New Expiration Date, the Lease, as amended hereby, shall remain in full force and effect; except that, (i) Tenant shall have surrendered the Premises and delivered possession of the Premises to Landlord in accordance with this Section 2 above as though the New Expiration Date had occurred on the Surrender Date, (ii) Tenant, its agents and representatives shall have no right to access, occupy, use and/or enter upon the Premises during the Surrender Period, and Tenant shall have no further responsibility, obligation or liability of any kind or nature whatsoever for the Premises, the condition thereof, the maintenance or repair thereof, or any act, occurrence or accident occurring on or about the Premises or emitting therefrom, (iii) in consideration for Landlord entering into this Fourth Amendment and providing for the early termination of the Lease, and notwithstanding Tenant's surrender of the Premises, the occupancy thereof by the New Tenant and/or the existence of the New Lease, Tenant shall remain liable for the payment of Base Rent and Tenant's Share of Direct Expenses as provided for in Section 4.1 below, but Tenant shall have no obligation for the payment of any other Rent or amounts owing under the Lease during the Surrender Period, including, without limitation, any after-hours HVAC charges or electricity costs, but Tenant shall continue to be responsible for late charges and interest on any late payment of Base Rent or Tenant's Share of Direct Expenses to the extent provided in Article 25 of the Original Lease, (iv) Tenant shall not be obligated to provide any janitorial services to the Premises during the Surrender Period, (v) Landlord, its agents, representatives and any other third parties (including, without limitation, the New Tenant) shall have the right to enter upon, occupy, use, repair, and/or make alterations, improvements, demolitions or improvements to the Premises at any and all times and without notice to Tenant and Landlord shall indemnify and defend Tenant against and hold Tenant harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any such entry upon, occupancy, use and/or repair of the Premises, and/or the making of any such alterations, improvements, demolitions or improvements to the Premises, whether by Landlord, its agents, representatives and any other third parties (including, without limitation, the New Tenant), (vi) in no event shall a constructive eviction be deemed to have occurred with respect to the Premises, (vii) as of the Surrender Date, the following provisions of the Lease shall be deemed deleted in their entirety and of no further effect, and neither Landlord nor Tenant shall have any rights or obligations under such provisions: Sections 2.2, 4.5, 5, 6, 7, 8, 9, 10, 14.9, 15, 19.6, 20, 22, 23, 24, 28, 29.29, 29.30, and 29.32-29.37 of the Original Lease, and (viii) no event of casualty or condemnation event under Article 11 or Article 13 of the Original Lease shall result in an early termination of the Lease, but neither party shall have any repair or restoration obligations to the other.
Appears in 1 contract
Sources: Office Lease (Dropbox, Inc.)
Early Surrender. Notwithstanding any provision to the contrary contained in the Lease, as amended hereby, Landlord and Tenant hereby acknowledge and agree that, on or before August 31, 2019 (notwithstanding that such date occurs prior to the New Expiration Date, the "Surrender Date"), Tenant shall vacate and surrender and deliver possession of the Premises to Landlord in the condition described in Section 3 below. In the event Tenant does not timely vacate and surrender possession of the Premises on or before the Surrender Date in accordance with the terms hereof, then the terms and conditions of Article 16 of the Original Lease shall apply with respect thereto, provided, however, the Tenant indemnification obligations set forth in Article 16 of the Original Lease shall not be applicable during the first thirty (30) days following the Surrender Date. Accordingly, subject to the terms and conditions of this Section 2, during the period (the "Surrender Period") commencing on the day immediately following the Surrender Date and continuing through the New Expiration Date, the Lease, as amended hereby, shall remain in full force and effect; except that, (i) Tenant shall have surrendered the Premises and delivered possession of the Premises to Landlord in accordance with this Section 2 above as though the New Expiration Date had occurred on the Surrender Date, (ii) Tenant, its agents and representatives shall have no right to access, occupy, use and/or enter upon the Premises during the Surrender Period, and Tenant shall have no further responsibility, obligation or liability of any kind or nature whatsoever for the Premises, the condition thereof, the maintenance or repair thereof, or any act, occurrence or accident occurring on or about the Premises or emitting therefrom, (iii) in consideration for Landlord entering into this Fourth Amendment and providing for the early termination of the Lease, and notwithstanding Tenant's surrender of the Premises, the occupancy thereof by the New Tenant and/or the existence of the New Lease, Tenant shall remain liable for the payment of Base Rent and Tenant's Share of Direct Expenses as provided for in Section 4.1 below, but Tenant shall have no obligation for the payment of any other Rent or amounts owing under the Lease during the Surrender Period, including, without limitation, any after-hours HVAC charges or electricity costs, but Tenant shall continue to be responsible for late charges and interest on any late payment of Base Rent or Tenant's Share of Direct Expenses to the extent provided in Article 25 of the Original Lease, (iv) Tenant shall not be obligated to provide any janitorial services to the Premises during the Surrender Period, (v) Landlord, its agents, representatives and any other third parties (including, without limitation, the New Tenant) shall have the right to enter upon, occupy, use, repair, and/or make alterations, improvements, demolitions or improvements to the Premises at any and all times and without notice to Tenant and Landlord shall indemnify and defend Tenant against and hold Tenant harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any such entry upon, occupancy, use and/or repair of the Premises, and/or the making of any such alterations, improvements, demolitions or improvements to the Premises, whether by Landlord, its agents, representatives and any other third parties (including, without limitation, the New Tenant), (vi) in no event shall a constructive eviction be deemed to have occurred with respect to the Premises, (vii) as of the Surrender Date, the following provisions of the Lease shall be deemed deleted in their entirety and of no further effect, and neither Landlord nor Tenant shall have any rights or obligations under such provisions: Sections 2.2, 4.5, 5, 6, 7, 8, 9, 10, 14.9, 15, 19.6, 20, 22, 23, 24, 28, 29.29, 29.30, and 29.32-29.37 of the Original Lease, and (viii) no event of casualty or condemnation event under Article 11 or Article 13 of the Original Lease shall result in an early termination of the Lease, but neither party shall have any repair or restoration obligations to the other. 3.
Appears in 1 contract
Sources: Office Lease