Common use of LIMITATIONS ON LANDLORD’S LIABILITY Clause in Contracts

LIMITATIONS ON LANDLORD’S LIABILITY. The term "Landlord" as used herein shall mean only the owner or owners, at the time in question, of the fee title of the Premises. If Landlord transfers its interest in this Lease other than for security purposes, Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated above.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "Landlord" as used herein shall mean only the owner or owners, at the time in question, of the fee title of the Premises. (A) If Landlord transfers assigns its interest in this Lease other than for security purposes, Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then leasehold estate in the possession of an insurance or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transferPrime Lease Premises, Landlord shall be released from all liability toward of its obligations hereunder and shall have no further obligation to Tenant arising from this Lease due thereafter. Tenant shall then recognize and attorn to any act, occurrence or omission of Landlord's successors occurring after the transfer assignee as Landlord of this Sublease. The Landlord's interest , upon serious contemplation of a lease assignment, agrees to promptly notify Tenant and to keep Tenant informed in this Lease, provided Landlord's purchaser or assignee that regard. (B) Except as otherwise expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconductstated herein, Landlord shall not be required to perform any of the covenants and obligations of the Prime Landlord under the Prime Lease. If the Prime Landlord shall default in the performance of any of its obligations under the Prime Lease or breach any provision of the Prime Lease pertaining to the Premises, such default shall not constitute an actual or constructive eviction nor result in any offset, abatement or deduction against the Base Rent, Additional Rent or other charges due under this Sublease. In any such event, Tenant shall promptly notify Landlord of Prime Landlord's breach, and Landlord shall make a demand upon Prime Landlord. If this demand does not result in a satisfactory response, Landlord may elect to institute an action or proceeding, in accordance with and not contrary to any provision of the Prime Lease, against the Prime Landlord under the Prime Lease for the enforcement of the Prime Landlord's obligations thereunder. (C) In no event shall Landlord be liable to Tenant for any business interruption, property damage indirect or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated aboveconsequential damages.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "Landlord" as used herein Landlord shall mean only the owner or owners, at the time in question, have no personal liability with respect to any of the fee title provisions of this Lease. If Landlord is in default with respect to its obligations under this Lease, Tenant shall look solely to the equity of Landlord in the Property on which the Premises is located (including any sale or insurance proceeds thereof) for satisfaction of Tenant's remedies, if any, provided, however, that in the event the Premises are sold, Tenant must notify Landlord in writing of any claim of Tenant within four (4) years of Tenant's receipt of notice from Landlord of the sale of the Premises. If Landlord transfers Tenant's failure to make a claim in writing under this Section 35 within such four (4) year period shall constitute a waiver of Tenant's rights under this Section 35. It is expressly understood and agreed that Landlord's liability under the terms of this Lease shall in no event exceed the amount of its interest in this Lease other than for security purposes, and to said Property. In no event shall any of the Landlord shall cause its assignee or transferee Parties be personally liable with respect to assume any of the provisions of this Lease and Landlord shall deliver notice Tenant hereby expressly waives and releases such personal liability on behalf of such assignment itself and all persons claiming by, through or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after the date of transferunder Tenant. Tenant further waives any and all rights to claim or bring an action for exemplary or punitive damages against Landlord or Landlord's Parties, and agrees that Landlord and Landlord's Parties shall have no liability for the same. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance liable under any circumstances for injury or condemnation trusteedamage to, or interference with Tenant's business, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transferloss of profits, Landlord shall be released from all liability toward Tenant arising from this Lease due to any actloss of revenues, occurrence or omission loss of Landlord's successors occurring after the transfer business opportunity, loss of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualtygoodwill, or other event or matter loss of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated aboveuse, in each case, however occurring.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "Landlord" A. Tenant acknowledges that Landlord has made no representations or warranties with respect to the Building or the Premises except as used herein shall mean only provided in this Sublease. B. If Landlord assigns its leasehold estate in the owner or owners, at Building and the time in question, assignee assumes all of the fee title obligations of Landlord under this Sublease (including without limitation the Premises. If Landlord transfers its interest obligation to return to Tenant the Security Deposit in this Lease other than for security purposesaccordance with Section V above), Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer have no obligation to Tenant within 15 business days after arising thereafter (provided Prime Landlord consents to such assignment, if required by the date of transferPrime Lease). Tenant shall be entitled to continue to pay Rent and give all notices to then recognize Landlord’s assignee as Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, Sublease. C. Landlord shall not be required to perform any of the covenants and obligations of the Prime Landlord under the Prime Lease and, insofar as any of the obligations of the Landlord hereunder are required to be performed under the Prime Lease by the Prime Landlord, Tenant shall rely on and look solely to the Prime Landlord for the performance thereof (unless such failure or delay on the part of Prime Landlord is attributable to any breach, default or failure to act of Landlord). If the Prime Landlord shall default in the performance of any of its obligations under the Prime Lease or breach any provision of the Prime Lease pertaining to the Premises, such default shall not constitute an actual or constructive eviction nor result in any offset, abatement or deduction against the Rent, Additional Sublease Rent or other charges due under this Sublease, but Tenant shall have the right, at Tenant’s sole expense and upon prior notice to Landlord, in the name of Landlord, to make any demand or institute any action or proceeding, in accordance with and not contrary to any provision of the Prime Lease, against the Prime Landlord under the Prime Lease for the enforcement of the Prime Landlord’s obligations thereunder. Landlord shall reasonably cooperate in obtaining Prime Landlord’s consent, provided that Landlord shall have no obligation to incur any costs or expenses (other than nominal costs and expenses and Prime Landlord’s customary fees for approval of the Sublease) in the exercise of such cooperation. In addition, Landlord will exercise all rights of Tenant under the Prime Lease for the benefit of Tenant, including any self-help and rental offset rights. D. In no event shall Landlord or Tenant be liable to one another for any business interruptionindirect or consequential damages; and the partners, property damage officers, directors and employees of Landlord or personal injury (including death) sustained by Tenant shall have no individual liability for obligations under or any person claiming through Tenant resulting from any accident, casualty, or other event or matter arising out of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated abovethis Sublease.

LIMITATIONS ON LANDLORD’S LIABILITY. The Landlord, as defined in this Lease, includes successors in interest. The term "Landlord" as used herein shall mean only is intended to refer to the owner or owners, of the Premises at the time in question, of the fee title of the Premises. If Landlord transfers its interest in this Lease other than for security purposesthe Premises are sold, Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of new owner will automatically be substituted as the effective instrument of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining areas or any part of the area adjacent to or connected with the Premises or any part of the structures or improvements on the Premises for any loss or damage resulting to Tenant or its property from theft or a failure of the security systems, if any, in the Premises or structures containing the Premises, or for any damage or loss of property within the Premises from any cause other than solely by reason of the willful act of Landlord, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rents. If ▇▇▇▇▇▇▇▇ fails to perform this Lease and as a result ▇▇▇▇▇▇ recovers a money judgment against Landlord, the judgment will be satisfied out of the execution and sale of Landlord’s interest in the Property or by garnishment against the rents or other income from the Property. Landlord is not liable for any deficiency. This section constitutes Tenant’s sole and exclusive remedy for breach. Conditioned solely on the sale of the Property, ▇▇▇▇▇▇ agrees to the following release in favor of its then former landlord. Effective on the first anniversary of the date on which Tenant has an interest is given notice of the sale, Tenant releases its former landlord from all claims except those which are then expressly preserved in this section. This release is intended to be broadly construed for the possession benefit of an insurance the former landlord and includes (a) all claims regarding the performance of this Lease; (b) all claims for bodily injury or condemnation trusteeproperty damage relating to the Premises; and (c) all claims in any other way relating to the Lease, including but the Premises, or the landlord-tenant relationship. However, this release does not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due extend to any act, occurrence claim filed in a court of appropriate jurisdiction within one year of the date of sale or omission of Landlord's successors occurring after to any claim for bodily injury or property damage resulting from the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's former landlord’s gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated above.

LIMITATIONS ON LANDLORD’S LIABILITY. The If Landlord shall fail to perform any covenant, term "or condition of this Lease upon Landlord" ’s part to be performed, and if as used herein a consequence of such default Tenant shall mean recover a money judgment against Landlord, such judgment shall be satisfied only by the owner interest of Landlord in the in the Project, including without limitation, but subject to the rights of any Lender or ownersother parties, at the time rental income, sale proceeds, as well as any insurance or condemnation proceeds received by Landlord or any Landlord Parties in questionconnection with the Project, of the fee title of Building or the Premises. If Neither Landlord transfers its interest nor any Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this Lease other than for security purposes, Landlord Article XVI shall cause its assignee or transferee inure to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy benefit of the effective instrument Landlord’s and all Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no circumstances shall any present or future partner of transfer to Tenant within 15 business days after Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the date performance of transferLandlord’s obligations under this Lease. Tenant Notwithstanding any contrary provision herein, neither Landlord nor any Landlord Parties shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance liable under any circumstances for injury or condemnation trusteedamage to, or interference with, ▇▇▇▇▇▇’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. Tenant shall not have any personal liability therefor, and Landlord hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Landlord. The limitations of liability contained in this Section 16.02 shall inure to the benefit of the Tenant's Security Deposit ’s present and future officers, directors, trustees, and shareholders. Notwithstanding any provision of this Lease to Landlord's purchaser or assignee. From and after such transferthe contrary, neither Landlord nor Tenant shall be released from all liability toward Tenant arising from liable to the other for consequential damages, such as lost profits or interruption of either party’s business, except that this Lease due to any act, occurrence or omission sentence (a) shall not limit the indemnification obligations of Landlord's successors occurring after the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants either party under this Lease with respect to third party claims, (b) shall not apply to claims for the breach by Tenant of Tenant’s obligations under Section 17.21, and (c) shall not limit Landlord’s right to recover from Tenant consequential damages if ▇▇▇▇▇▇ holds over in the Premises following the Expiration Date, subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated above17.09(b).

LIMITATIONS ON LANDLORD’S LIABILITY. The term "It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any Applicable Regulations to the contrary, the liability of Landlord hereunder (including any successor landlord hereunder) and any recourse by Tenant against Landlord shall be limited solely and exclusively to the interest of Landlord in and to the Project. Neither Landlord nor Landlord" as used herein 's affiliates, members, managers, shareholders, officers, directors, agents, or employees shall mean have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. Tenant’s rights to pursue Landlord’s interest in the Project arise only after a judgment is entered in the owner or owners, at the time in question, of the fee title applicable tribunal against Landlord. Tenant waives any right to record a lis pendens against any portion of the Premises. In the event of an alleged default by Landlord under this Lease, Tenant may in no event offset its rent, or perform Landlord’s obligations (except in an emergency), or deduct any amounts from Tenant’s rental obligations under this Lease; Tenant’s sole remedies are to bring an appropriate action for specific performance against Landlord or to ▇▇▇ Landlord for damages, and only after giving Landlord written notice and a reasonable period of time within which to cure its default. If Landlord sells or transfers its interest in this Lease other than for security purposes, Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy any portion of the effective instrument Premises, Landlord, on consummation of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance sale or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all any liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in thereafter accruing under this Lease, provided except for any breach by Landlord prior to the consummation of the sale or transfer. If any security deposit or prepaid rent has been paid by Tenant, Landlord may transfer the security deposit or prepaid rent to Landlord's purchaser or assignee expressly assumes Landlord's duties successor-in-interest and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, on such transfer Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting discharged from any accident, casualty, further liability arising from the security deposit or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated aboveprepaid rent.

LIMITATIONS ON LANDLORD’S LIABILITY. 15.1 The term "Landlord" ’s obligations and duties in respect of the carrying out and completion of the Works and generally in relation to the Demised Premises shall be exclusively limited to the contractual obligations and duties contained in this Agreement. 15.2 Subject to clause 15.3, the obligations of the Landlord contained in this Agreement (other than as used herein set out in clause 12) are personal to the Landlord named in this Agreement and shall mean not be enforceable against any successor in title to the Landlord’s interest in the Demised Premises or any other person. 15.3 The Landlord shall (subject to paying the Tenant’s reasonable and proper legal fees) be entitled on one occasion only to novate the owner or owners, obligations of the Landlord under this Agreement to any Group Company of the Landlord which at the same time in question, takes an assignment of the fee title of the Premises. If Landlord transfers its Superior Lease or otherwise is granted an interest in this Lease other than for security purposes, the Demised Premises in immediate reversion to the interest to be granted to the Tenant and which is of at least equal covenant strength to the Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after at the date of transferthis Agreement and subsequently such Group Company shall (subject to paying the Tenant’s reasonable and proper legal fees be entitled on one occasion only to novate the obligations of the Group Company as Landlord under this Agreement to any Group Company of the Landlord which at the same time takes an assignment of the Superior Lease or otherwise is granted an interest in the Demised Premises in immediate reversion to the interest to be granted to the Tenant and which is of at least equal covenant strength to the Landlord at the date of this Agreement. Tenant The deed of novation shall be entitled in a form reasonably required by the Landlord and approved by the Tenant (such approval not to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance be unreasonably withheld or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. delayed). 15.4 From and after such transferincluding the Certificate Date until the date of the issue of the Notice of Completion of Making Good, the sole liability and obligation of the Landlord to the Tenant in respect of its obligations and liabilities under paragraphs 3.1 to 3.3 (inclusive) of Schedule 1 Part 1 shall be released from all liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon obligations of the Landlord under paragraphs 16.9 and 18 of Schedule 1 Part 1. 15.5 Subject to the Landlord complying with paragraph 17 (Warranties) of Schedule 1 Part 1, the sole liability and obligation of the Landlord to the Tenant in Section 16.3 belowrespect of its obligations and liabilities under paragraphs 3.1 to 3.3 (inclusive) of Schedule 1 Part 1 shall cease on the date of the issue of the Notice of Completion of Making Good, except in relation to any claim made against or notified to the Landlord prior to the issue of the Notice of Completion of Making Good and except for Landlord's gross negligence or intentional misconductin respect of which the Tenant has provided such particulars and substantiation as is reasonable in the circumstances. 15.6 Notwithstanding any other term of this Agreement, the Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by have no liability to the Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter in respect of any kind or nature occurring on or about breach of the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses Landlord’s obligations under this Agreement for which Landlord is not liable as stated aboveloss of profit, loss of contract, business interruption loss, consequential and/or indirect loss.

LIMITATIONS ON LANDLORD’S LIABILITY. The Landlord, as defined in this Lease, includes successors in interest. The term "Landlord" as used herein shall mean only is intended to refer to the owner or owners, of the Premises at the time in question, of the fee title of the Premises. If Landlord transfers its interest in this Lease other than for security purposesthe Premises are sold, Landlord shall cause its assignee or transferee the new owner will automatically be substituted as the Landlord. If ▇▇▇▇▇▇▇▇ fails to assume the provisions of perform this Lease and as a result ▇▇▇▇▇▇ recovers a money judgment against Landlord, the judgment will be satisfied out of the execution and sale of Landlord’s interest in the Property or by garnishment against the rents or other income from the Property. Landlord shall deliver is not liable for any deficiency. This section constitutes Tenant’s sole and exclusive remedy for breach. Conditioned solely on the sale of the Property, ▇▇▇▇▇▇ agrees to the following release in favor of its then former landlord. Effective on the first anniversary of the date on which Tenant is given notice of such assignment or transfer and a copy the sale, Tenant releases its former landlord from all claims except those expressly preserved in this section. This release is intended to be broadly construed for the benefit of the effective instrument former landlord and includes (a) all claims regarding the performance of transfer this Lease; (b) all claims for bodily injury or property damage relating to Tenant the Premises; and (c) all claims in any other way relating to the Lease, the Premises, or the landlord-tenant relationship. However, this release does not extend to any claim filed in a court of appropriate jurisdiction within 15 business days after one year of the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance sale or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due to any act, occurrence claim for bodily injury or omission of Landlord's successors occurring after property damage resulting from the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's former landlord’s gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated above.

LIMITATIONS ON LANDLORD’S LIABILITY. The Landlord, as defined in this Lease, includes successors in interest. The term "Landlord" as used herein shall mean only is intended to refer to the owner or owners, of the Premises at the time in question, of the fee title of the Premises. If Landlord transfers its interest in this Lease other than for security purposesthe Premises are sold, Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of new owner will automatically be substituted as the effective instrument of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining areas or any part of the area adjacent to or connected with the Premises or any part of the structures or improvements on the Premises for any loss or damage resulting to Tenant or its property from theft or a failure of the security systems, if any, in the Premises or structures containing the Premises, or for any damage or loss of property within the Premises from any cause other than solely by reason of the willful act of Landlord, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rents. If ▇▇▇▇▇▇▇▇ fails to perform this Lease and as a result ▇▇▇▇▇▇ recovers a money judgment against Landlord, the judgment will be satisfied out of the execution and sale of Landlord’s interest in the Property or by garnishment against the rents or other income from the Property. Landlord is not liable for any deficiency. This section constitutes Tenant’s sole and exclusive remedy for breach. Conditioned solely on the sale of the Property, ▇▇▇▇▇▇ agrees to the following release in favor of its then former landlord. Effective on the first anniversary of the date on which Tenant has an interest is given notice of the sale, Tenant releases its former landlord from all claims except those which are then expressly preserved in this section. This release is intended to be broadly construed for the possession benefit of an insurance the former landlord and includes (a) all claims regarding the performance of this Lease; (b) all claims for bodily injury or condemnation trusteeproperty damage relating to the Premises; and (c) all claims in any other way relating to the Lease, including but the Premises, or the landlord-tenant relationship. However, this release does not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due extend to any act, occurrence claim filed in a court of appropriate jurisdiction within one year of the date of sale or omission of Landlord's successors occurring after to any claim for bodily injury or property damage resulting from the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's former landlord’s gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated above.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "Landlord" A. Tenant acknowledges that Landlord has made no representations or warranties with respect to the Building or the Premises or the Project except as used herein shall mean only provided in this Sublease. B. If Landlord assigns its leasehold estate in the owner or owners, at Building and the time in question, assignee assumes all of the fee title obligations of Landlord under this Sublease (including without limitation the Premises. If Landlord transfers its interest obligation to return to Tenant the Security Deposit in this Lease other than for security purposesaccordance with Section V above), Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer have no obligation to Tenant within 15 business days after the date of transferarising thereafter. Tenant shall be entitled to continue to pay Rent and give all notices to then recognize Landlord’s assignee as Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, Sublease. C. Landlord shall not be required to perform any of the covenants and obligations of the Prime Landlord under the Prime Lease and, insofar as any of the obligations of the Landlord hereunder are required to be performed under the Prime Lease by the Prime Landlord, Tenant shall rely on and look solely to the Prime Landlord for the performance thereof (unless such failure or delay on the part of Prime Landlord is attributable to any breach, default or failure to act of Landlord). If the Prime Landlord shall default in the performance of any of its obligations under the Prime Lease or breach any provision of the Prime Lease pertaining to the Premises, such default shall not constitute an actual or constructive eviction nor result in any offset, abatement or deduction against the Rent, Additional Sublease Rent or other charges due under this Sublease, but Tenant shall have the right, at Tenant’s sole expense and upon prior notice to Landlord, in the name of Landlord, to make any demand or institute any action or proceeding, in accordance with and not contrary to any provision of the Prime Lease, against the Prime Landlord under the Prime Lease for the enforcement of the Prime Landlord’s obligations thereunder. Landlord shall reasonably cooperate in obtaining Prime Landlord’s consent, provided that Landlord shall have no obligation to incur and costs or expenses in the exercise of such cooperation. D. In no event shall Landlord be liable to Tenant for any business interruptionindirect or consequential damages; and the shareholders, property damage officers, directors and employees of Landlord shall have no individual liability for Landlord’s obligations under or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter arising out of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated abovethis Sublease.

LIMITATIONS ON LANDLORD’S LIABILITY. (a) The term "Landlord" as Tenant hereby assumes the risk of loss or damage to any personal property of Tenant or others used herein shall mean only the owner or owners, stored in or at the time Demised Premises or at any other real property owned or operated by the Landlord or its affiliates caused by fire, water, theft, war, vermin, flood, or any other casualty or peril normally included in questiona multi-peril all risk insurance policy with minimum allowable specific peril or casualty exclusions, agrees not to look to the Landlord or its allied or affiliated corporations, partnerships or individuals for indemnification for the same, and hereby releases the Landlord from any liability for any such loss or damage, and indemnifies and holds Landlord harmless from any claim by any third party concerning the loss of or damage to such property in or about the Demised Premises. The Tenant agrees to look solely to third parties, its insurer, if any, or itself for compensation for such loss or damage. If the Tenant chooses not to self-insure against any or all such perils or casualties, and obtains insurance against such loss or damage from a commercial carrier, or other third party, the Tenant further agrees that each such policy shall contain the following provision, or one to similar effect: Any written agreement or release from liability entered into by the insured prior to any loss hereunder shall not affect this policy or the right of the fee title insured to recover hereunder. The insurer hereby waives its right to recover from the Landlord or Landlord’s allied or affiliated corporations, partnerships or individuals by way of the Premises. If Landlord transfers its interest in subrogation or otherwise for any loss payable under this Lease other than for security purposes, policy. (b) The Landlord shall cause its assignee not be responsible for the loss of or transferee damage to assume property, or injury to persons, occurring in or about the provisions Demised Premises, by reason of this Lease any existing or future condition, defect, matter or thing in said Demised Premises or the Property of which the Demised Premises are a part, or for the acts, omissions or negligence of any person or entity in and about the said Property. The Tenant agrees to indemnify and save the Landlord harmless from all claims and liability for losses of or damage to property, or injuries to persons occurring in or about the Demised Premises or Property. (c) In no event shall deliver notice of such assignment Landlord be liable for punitive, special, exemplary, consequential or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance or condemnation trustee, incidental damages (including but not limited to Tenant's Security Deposit to Landlord's purchaser or assigneelost profits). From and after such transferIf Landlord shall breach any of the provisions hereof, Landlord shall only be released from all liable to Tenant for monetary damages and Landlord’s liability toward Tenant arising from this Lease due to any act, occurrence or omission shall in no event exceed the Landlord’s interest in the Demised Premises as of the date of Landlord's successors occurring after ’s breach; and Tenant expressly agrees that any judgment or award which it may obtain against Landlord shall be recoverable and satisfied solely out of the transfer right, title and interest of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting from any accident, casualty, or other event or matter of any kind or nature occurring on or about the Demised Premises and Tenant hereby waives shall have no rights of lien or levy against any other property of Landlord, nor shall any other property or assets of the Landlord or affiliates (or its shareholders, partners, members, officers, directors, or equity owners of Landlord or its affiliates) be subject to levy, execution or other enforcement proceedings for the collection of any such sums or satisfaction of any such judgment or award. (d) The parties acknowledge that Landlord does or may from time to time utilize the services of a building manager (the “Building Manager”) for the management and covenants not administration of the Demised Premises. It is expressly understood and agreed that all limitations on availability of damages from or the liability of the Landlord as set forth in this lease shall apply with equal force and effect to bring any action based upon any claims or losses for which Landlord is not liable as stated abovethe Building Manager.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "“Landlord" ” as used herein shall mean only the owner or owners, owners at the time in question, question of the fee title of the Premises. If Landlord transfers its interest in this Lease other than for security purposesIn the event of any transfer of such title or interest, Landlord herein named (and in case of any subsequent transfers then the grantor) shall cause its assignee or transferee to assume the provisions of this Lease be relieved from and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after the date of such transfer of all liability as respects Landlord’s obligations thereafter to be performed, so long as any funds in the hands of Landlord or the then grantor at the time of such transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds , in which Tenant has an interest except those which are then interest, shall be delivered or credited to the grantee. The obligations contained in this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord’s successors and assigns, only during their respective periods of ownership. For any breach of this Lease by Landlord, the possession liability of an insurance or condemnation trusteeLandlord (including all persons and entities that comprise Landlord, including but not limited to Tenant's Security Deposit to and any successor Landlord's purchaser or assignee. From ) and after such transfer, any recourse by Tenant against Landlord shall be released from all liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in this Lease, provided Landlord's purchaser or assignee expressly assumes Landlord's duties and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 belowinterest of Landlord, and except for Landlord's gross negligence ’s successors in interest, in and to the Project (together with any rent, sales, insurance and condemnation proceeds actually received by Landlord and not subject to any superior rights of third parties). Except as provided in the immediately foregoing sentence, Tenant, on behalf of itself and all persons claiming by, through, or intentional misconductunder Tenant, expressly waives and releases Landlord shall not be liable for any business interruptionand each member, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting agent and employee of Landlord from any accident, casualty, or other event or matter personal liability for breach of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated abovethis Lease.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any Applicable Regulations to the contrary, the liability of Landlord hereunder (including any successor landlord hereunder) and any recourse by Tenant against Landlord shall be limited solely and exclusively to the interest of Landlord in and to the Project. Neither Landlord nor Landlord" as used herein 's affiliates, members, managers, shareholders, officers, directors, agents, or employees shall mean have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. Tenant's rights to pursue Landlord's interest in the Project arise only after a judgment is entered in the owner or owners, at the time in question, of the fee title applicable tribunal against Landlord. Tenant waives any right to record a lis pendens against any portion of the Premises. In the event of an alleged default by Landlord under this Lease, Tenant may in no event offset its rent, or perform Landlord's obligations (except in an emergency), or deduct any amounts from Tenant's rental obligations under this Lease; Tenant's sole remedies are to bring an appropriate action for specific performance against Landlord or to ▇▇▇ Landlord for damages, and only after giving Landlord written notice and a reasonable period of time within which to cure its default. If Landlord sells or transfers its interest in this Lease other than for security purposes, Landlord shall cause its assignee or transferee to assume the provisions of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy any portion of the effective instrument Premises, Landlord, on consummation of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance sale or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all any liability toward Tenant arising from this Lease due to any act, occurrence or omission of Landlord's successors occurring after the transfer of Landlord's interest in thereafter accruing under this Lease, provided except for any breach by Landlord prior to the consummation of the sale or transfer. If any security deposit or prepaid rent has been paid by Tenant, Landlord may transfer the security deposit or prepaid rent to Landlord's purchaser or assignee expressly assumes Landlord's duties successor-in-interest and covenants under this Lease subject to the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. Landlord's liability hereunder is limited to the extent agreed upon in Section 16.3 below, and except for Landlord's gross negligence or intentional misconduct, on such transfer Landlord shall not be liable for any business interruption, property damage or personal injury (including death) sustained by Tenant or any person claiming through Tenant resulting discharged from any accident, casualty, further liability arising from the security deposit or other event or matter of any kind or nature occurring on or about the Premises and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated aboveprepaid rent.

LIMITATIONS ON LANDLORD’S LIABILITY. The term "Landlord" as used herein (A) Tenant shall mean only the owner or owners, at the time in question, of the fee title of the Premises. If Landlord transfers its interest in this Lease other than neither assert nor seek to enforce any claim for security purposes, Landlord shall cause its assignee or transferee to assume the provisions breach of this Lease and Landlord shall deliver notice of such assignment or transfer and a copy of the effective instrument of transfer to Tenant within 15 business days after the date of transfer. Tenant shall be entitled to continue to pay Rent and give all notices to Landlord until Tenant has received the foregoing from Landlord. Landlord shall deliver all funds in which Tenant has an interest except those which are then in the possession of an insurance or condemnation trustee, including but not limited to Tenant's Security Deposit to Landlord's purchaser or assignee. From and after such transfer, Landlord shall be released from all liability toward Tenant arising from this Lease due to against any act, occurrence or omission of Landlord's successors occurring after assets other than Landlord's interest in the transfer Property and the uncollected rents, issues and profits therein, and, subject to the rights of any mortgagee of Landlord which is unrelated to Landlord, and of Landlord to use such proceeds or awards for reconstruction, the insurance proceeds and taking awards therefor, Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that neither Landlord, nor any successor holder of Landlord's interest in this Leasehereunder, provided nor any beneficiary of any Trust of which any person from time to time holding Landlord's purchaser interest is Trustee, nor any such Trustee, nor any member, manager, partner, director or assignee expressly assumes stockholder of Landlord or of Boston Properties, L.P. nor Landlord's duties and covenants under this Lease subject managing agent shall ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors-in-interest, or to take any other action which shall not involve the same limitations upon its personal liability as are applicable to Landlord in Section 16.3. of Landlord, or of any successor holder of Landlord's liability hereunder is limited interest hereunder, or of any beneficiary of any trust of which any person from time to the extent agreed upon in Section 16.3 below, and except for time holding Landlord's gross negligence interest is Trustee, or intentional misconductof any such Trustee, or of any manager, member, partner, director or stockholder of Landlord or of Landlord's managing agent, to respond in monetary damages from Landlord's assets other than Landlord's interest in the Property, as aforesaid. (B) In no event shall not Landlord, Boston Properties, Inc., or Boston Properties Limited Partnership ever be liable for any business interruption, property damage indirect or personal injury consequential damages or loss of profits or the like. (including deathC) sustained by Tenant or Landlord agrees that notwithstanding any person claiming through Tenant resulting from any accident, casualtytransfer of the Property, or other event Landlord's interest in the Property, prior to the occurrence of the last Rent Commencement Date, Boston Properties Limited Partnership shall, throughout the performance of the Landlord's Work, continue to have either a direct or matter indirect interest in the ownership of any kind or nature occurring the Property, and Boston Properties Limited Partnership will have the authority to act on or about behalf of the Premises Landlord entity in connection with all matters relating to the performance of Landlord's Work and Tenant hereby waives and covenants not to bring any action based upon any claims or losses for which Landlord is not liable as stated abovethe development of the Property.