Premises Building Project and Common Areas. 1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Paragraph I of the Basic Lease Information (the “Premises”). The outline of the Buildings and the Project are depicted on the attached Exhibit A. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Buildings only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.2, below, provided however that the Building footprints, site access, parking areas and common areas shall be substantially as depicted on Exhibit A and shall materially conform to the applicable Construction Documents (as such term is defined in the Work Letter). Except as specifically set forth in this Lease and in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises, the Buildings or the Project. Landlord shall be deemed to have delivered (i) the Phase 1 Premises to Tenant as of the Lease Date (or such later date that Tenant delivers the insurance certificates as required by Section 3.1 below), and (ii) the Phase 2 Premises or Phase 3 Premises, as applicable, on the date that the Landlord’s Base Building Work achieves Delivery Condition (as defined in Section 3.5.3 of the Work Letter) (in each instance, the “Delivery Date”). Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Buildings or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business. The taking of possession of the applicable Premises by Tenant after the applicable Hand-off Inspection shall conclusively establish that the applicable Premises and Building(s) were at such time in good and sanitary order, condition and repair. Subject to the terms of this Lease and applicable Laws, and except in the case of an emergency, Tenant shall have access to the Premises 24 hours per day, 7 days per week.
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Premises Building Project and Common Areas. 1.1 The Premises. 1.1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Paragraph I Section 2.2 of the Basic Lease Information Summary (the “Premises”). The outline of the Buildings Premises is set forth in Exhibit A attached hereto and the Project are depicted on Premises contains approximately the attached Exhibit A. number of rentable square feet as set forth in Section 2.2 of the Summary. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the “TCCs”) herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions TCCs by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location outline of the Buildings Premises, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.31.1.3, below, or the elements thereof or of the accessways access ways to the Premises or the “Project,” as that term is defined in Section 1.21.1.2, below, provided however that the Building footprints, site access, parking areas and common areas shall be substantially as depicted on Exhibit A and shall materially conform to the applicable Construction Documents (as such term is defined in the Work Letter). Except as specifically set forth in this Lease and in the Work Letter attached hereto as Exhibit B (the “Work Letter”), Tenant shall accept the Premises in its otherwise existing “as-is” condition and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises, the Buildings or the Project. Landlord shall be deemed to have delivered (i) the Phase 1 Premises to Tenant as of the Lease Date (or such later date that Tenant delivers the insurance certificates as required by Section 3.1 below), and (ii) the Phase 2 Premises or Phase 3 Premises, as applicable, on the date that the Landlord’s Base Building Work achieves Delivery Condition (as defined in Section 3.5.3 of the Work Letter) (in each instance, the “Delivery Date”). Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Buildings 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 the Work Letter. The Notwithstanding the foregoing, but subject to applicable warranty and/or exemption provisions expressly set forth below in this Lease, Landlord shall deliver the Premises, the Base Building and the Improvements (as defined in the Work Letter, and as subject to Article 3 of the Work Letter) to Tenant on the Lease Commencement Date in good working order, condition and repair. Except as otherwise provided in this Lease, the taking of possession of the applicable Premises by Tenant after on the applicable Hand-off Inspection Lease Commencement Date shall conclusively establish that the applicable Base Building and Premises and Building(s) were at such time in good and sanitary order, condition and repair. Subject , subject only to (A) Punch-List Items (as that term is defined in the terms Work Letter), (B) latent defects brought to Landlord’s attention in writing within one (1) year following the Lease Commencement Date, (C) Landlord’s obligations set forth in Article 7 of this Lease with respect to the condition and applicable repair of the Base Building, (D) Landlord’s obligations set forth in Article 24 of this Lease with regard to compliance with “Applicable Laws,” as that term is defined in such Article 24, (E) Landlord’s obligations set forth in Section 29.33 of this Lease with respect to “Hazardous Materials,” as that term is defined in such Section 29.33, and except (F) notwithstanding any provision to the contrary contained in the case foregoing items (A) through (E) hereinabove, the express warranty contained hereinbelow. Notwithstanding anything in this Lease to the contrary, during the first one (1) year of an emergencythe initial Lease Term (“Warranty Period”), Landlord shall, at Landlord’s sole cost and expense (all of which shall be excluded from “Operating Expenses,” as that term is defined in Section 4.2.4 below), repair or replace (x) any failed or inoperable portion of the Improvements and the Base Building, (y) any latent defects in the Premises, Improvements and/or Base Building brought to Landlord’s attention within the Warranty Period, and (z) any portion of the Premises or Improvements that fail to comply with Applicable Laws in effect as of the Lease Commencement Date, provided that Landlord’s failure to comply with such Applicable Laws as described in clause (z) hereinabove would prohibit Tenant from obtaining or maintaining a certificate of occupancy for the Premises or compliance with such applicable laws is otherwise requested or required by any applicable governmental authority, or would unreasonably and materially affect the safety of Tenant’s employees or create a significant health hazard for Tenant’s employees or otherwise materially interfere with or materially affect Tenant’s Permitted Use and enjoyment of the Premises, or would create a material risk of material monetary loss (“material monetary loss” meaning exceeding $10,000.00) to Tenant in connection with any claims against Tenant and/or obligations imposed on Tenant to perform and/or pay for any remedial work and/or to pay for any liens (mechanics’ liens, materialmen’s liens and etc.), fines and/or other penalties arising from such non-compliance by Landlord (collectively, “Landlord’s Warranty”). Notwithstanding the foregoing, Landlord’s Warranty shall not include any repairs or replacements (1) caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence of Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant (collectively, “Tenant Damage”), (2) caused by any modifications, Alterations or improvements constructed by or on behalf of Tenant (except for the Improvements constructed by Landlord pursuant to the Work Letter), or (3) to the extent such repairs or replacements are (i) covered by a warranty and/or guaranty provided by the Contractor pursuant to Article 3 of the Work Letter, and (ii) either (a) actually paid for by the Contractor pursuant to and in accordance with the applicable provisions of such warranty and/or guaranty so provided pursuant to Article 3 of the Work Letter (i.e., if any such repairs and/or replacements are covered by a warranty and/or guaranty provided by the Contractor pursuant to Article 3 of the Work Letter, and the Contractor fails, refuses, or is unable (due to bankruptcy, going out of business or otherwise) to honor its obligation to warrant or guaranty such repairs and/or replacements, then Landlord’s Warranty shall cover and include any such repairs and/or replacements, but only to the extent of the Contractor’s failure, refusal and/or inability to follow through with respect to the same), or (b) would have been paid for by the Contractor pursuant to and in accordance with the applicable provisions of such warranty and/or guaranty (as provided pursuant to Article 3 of the Work Letter) had Tenant used commercially reasonable efforts to enforce the same, in which case, Tenant shall have access be solely responsible for such repair or replacement. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the Premises 24 hours per day, 7 days per weekcost of such repair.
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