The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” condition.
Appears in 1 contract
Sources: Lease (Bolt Biotherapeutics, Inc.)
The Premises. 1.1 Landlord hereby leases to Tenant Tenant, and Tenant hereby leases from Landlord Landlord, the premises set forth Premises designated in Section 2.2 the Summary of Basic Lease Information (“Summary”) attached hereto, and which is more particularly described and outlined on the floor plan attached hereto and marked Exhibit A, all of which is incorporated herein by this reference. The Premises is located in the building at the address designated in the Summary (the “PremisesBuilding”), and located on the parcel of real property (the “Site”) under the Building. Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenantreserves those rights described in Subparagraph 1.3 below, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant this Lease is subject to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant those rules and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan regulations attached hereto as Exhibit A. C, and such additional reasonable rules and regulations as Landlord may deliver to Tenant from time to time. Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, Building, or Site except as specifically stated in this Lease. The parties hereto agree that the lease of the Premises said letting and hiring is upon and subject to the terms, covenants and conditions herein set forth, forth and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such said terms, covenants and conditions by it to be kept and performed, and this Lease is made upon the condition of such performance.
1.2 Tenant also shall have the nonexclusive right to use in common with other tenants in the Building, subject to the Rules and Regulations referred to in Paragraph 29 below and subject to the reasonable discretion of Landlord to determine the manner in which the public and common areas are maintained and operated, the following areas (“Common Areas”) appurtenant to the Premises:
(a) The common entrances, lobbies, restrooms, elevators, stairways and access ways, loading docks, ramps, drives and platforms and any passageways and service ways thereto, and the common pipes, conduits, wires and appurtenant equipment serving the Premises; and
(b) The loading and unloading areas, roadways, sidewalks, walkways, parkways, and driveways appurtenant to the Building, including the roof deck. Landlord shall operate the Common Areas in a manner consistent with the common areas of similar class buildings (e.g., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) located in the general area of the Building.
1.3 Landlord reserves the right from time to time to do any of the following, provided that Landlord shall exercise such rights in a manner that does not materially interfere with Tenant’s use of or access to the Premises, and with respect to any work required to be performed in the Premises, Landlord shall use commercially reasonable efforts to perform such work after normal business hours:
(a) To remove, install, reinstall, use, maintain, repair and replace pipes, ducts, conduits, wires and appurtenant meters and equipment for service to other parts of the Building above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises which are located in the Premises or located elsewhere outside the Premises, and to expand the Building;
(b) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, loading and unloading areas, ingress, egress, direction of traffic and walkways; provided, however, that changes to the Common Areas at the King Street entrance to the Building shall not be changed without Tenant’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed;
(c) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;
(d) To use the Common Areas at any time, including, but not limited to, while engaged in making additional improvements, repairs or alterations to the Building, or any portion thereof; and/or
(e) To do and perform such other acts and make such other changes in, to or with respect to the Site, Common Areas and Building as Landlord may, in the exercise of Landlord’s business judgment, reasonably deem to be appropriate.
1.4 The rights and obligations of the parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location regarding any initial improvements, alterations, or construction of the Premises only, to be performed at the commencement of the Term are described in the Tenant Work Letter (“Work Letter”) attached to this Lease as Exhibit B. Any inconsistency between the provisions of the Work Letter and such Exhibit is not meant to constitute an agreement, representation or warranty as the provisions of the balance of this Lease shall be governed by the provisions of the Work Letter. In addition to the construction Tenant Improvements to be paid for using the Tenant Improvement Allowance (as defined in and contemplated by the Work Letter), Landlord shall, at Landlord’s expense, (i) construct a glass partition (the “Glass Partition”) to separate the King Street lobby of the Building from the Premises, (ii) construct a demising wall to separate the precise area thereof or the specific location premises of the “Common Areas,” as that term is defined in Section 1.1.3, below, or other tenant(s) on the elements thereof or ground floor of the accessways Building from the portion of the Premises located on the ground floor of the Building, (iii) reprogram the existing key card security system in the Building elevators and entry doors to limit access to the Premises or to Tenant’s card keys, and (iv) construct an exit corridor from the rear portion of the Premises located on the ground floor of the Building (collectively, “Landlord’s Work”). With the exception of the Glass Partition (which Landlord shall complete with reasonable diligence), all of Landlord’s Work shall be completed by the Delivery Date, and pending completion of the Glass Partition, Landlord shall secure the ground floor portion of the Premises by limiting access to the King Street lobby of the Building (both through the exterior doors and the elevator) to Tenant only. Landlord will construct Landlord’s Work using new and good quality materials consistent with the existing finishes of the Building. Tenant shall have the right, subject to the immediately preceding sentence, to reasonably approve the design, finishes, location and layout of Landlord’s Work.
1.5 In addition to the Premises as defined herein, Tenant shall also have the right to use during the Term all of the personal property located within the Premises and described on Exhibit D attached hereto (the “Project,Personal Property”). The Personal Property shall remain the property of Landlord and upon expiration of the Term or earlier termination of this Lease, Tenant shall return the Personal Property to Landlord in good condition and repair, in the same condition as when received, normal wear and tear excepted.
1.6 References in this Lease to “rentable square feet”, “rentable square footage” as that term is defined in Section 1.1.2, belowand “rentable area” shall have the same meanings, and Tenant hereby acknowledges and agrees that the rentable square footage of the Premises shall be as set forth in Section 2.1 deemed, and is, 27,506 rentable square feet, and the rentable square footage of the Summary Building shall be deemed, and is, 126,467 rentable square feet. Landlord represents that the foregoing square footage determinations were the results of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement a measurement made of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than accordance with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lightingBOMA standards, and all other building systems serving the Premisesthat, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease on or before within thirty (30) days following the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing shall cause Landlord’s architect, Huntsman Associates, to remeasure the exterior rentable square footage of the BuildingPremises and the Building in accordance with the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 (“1996 BOMA Standards”), adopted by the existing Building entrances, Owners and Managers Association International (BOMA). If the base building and all exterior Common Areas (including required striping and handicapped spaces in remeasurement indicates that the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy rentable square footage of the Premises or completion Building set forth above is inaccurate per the 1996 BOMA Standards, Landlord and Tenant shall enter into an amendment to this Lease setting forth the correct rentable square footage of the Premises and/or the Building and adjusting the Monthly Basic Rent, Tenant’s Percentage Share and other amounts hereunder calculated based on the rentable square footage thereof. In addition, at such time as Tenant Improvements. Notwithstanding anything extends the ground floor of the Premises to the King Street window line over the easternmost lightwell and the middle lightwell (immediately adjacent to [and southwesterly of] the King Street lobby of the Building), which, in the case of the middle lightwell only, shall be done in accordance with Exhibit H or such other plans as shall allow an equivalent or greater amount of light to the lower level of the Building (any deviation of such plans from Exhibit H shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed) (“Permitted Ground Floor Changes”), then Landlord and Tenant shall enter into an amendment to this Lease setting forth the adjusted rentable square footage of the Premises and the Building and adjusting the Monthly Basic Rent, Tenant’s Percentage Share and other amounts hereunder, including the Tenant Improvement Allowance, that are calculated based on the rentable square footage thereof; provided, however, that (a) if such Permitted Ground Floor Changes are completed on or before the first adjustment of Monthly Basic Rent as set forth in Item (j) of the Summary above (the “First Adjustment Date”), then the adjustments in Monthly Basic Rent, Tenant’s Percentage Share and the rentable square footage of the Premises and Building shall not occur until the First Adjustment Date (the adjustment in the Tenant Improvement Allowance shall occur as of the date such Permitted Ground Floor Changes are completed); (b) if such Permitted Ground Floor Changes are completed following the First Adjustment Date, but on or before the second adjustment of Monthly Basic Rent, as set forth in Item (j) of the Summary above (the “Second Adjustment Date”), then the adjustments in Monthly Basic Rent, Tenant’s Percentage Share and the rentable square footage of the Premises and Building shall occur on the date such Permitted Ground Floor Changes are completed; and (c) if Tenant has not completed such Permitted Ground Floor Changes on or before the Second Adjustment Date, or has completed only a portion of the Permitted Ground Floor Changes, then, as of the Second Adjustment Date, the rentable square footage of the Premises and Building shall be deemed to be 27,919 and 126,880 rentable square feet, respectively (to reflect the additional rentable square footage that the parties estimate would have been added to the contraryPremises had the Permitted Ground Floor Changes been completed on or before the Second Adjustment Date), and the adjustments in Monthly Basic Rent, Tenant’s Percentage Share and other amounts hereunder that are calculated based on the rentable square footage of the Premises shall occur as of the Second Adjustment Date. Any dispute with respect to remeasurement of the Premises or Building shall be resolved by arbitration pursuant to Paragraph 55 below.
1.7 Tenant additionally shall have the exclusive right to use the parking bay of the Building located on the Site on the eastern side of the Building for the sum of $500.00 per month (the “Parking Rent”). The Parking Rent shall be subject to adjustment to fair market value, as reasonably determined by Landlord in good faith, no more frequently than once every two years. Tenant’s rights pursuant to this Paragraph are subject to any obligation imposed on Landlord by any governmental entity for the provision of handicapped parking; provided, however, in connection with all events, Landlord shall use its commercially reasonable efforts to ensure that Tenant has the foregoing Landlord ability to park at least one vehicle at the Site and in no event shall Tenant’s rights regarding the generator in Paragraph 56 be affected.
1.8 In addition to the Premises as contemplated by this Paragraph 1 and Exhibit A, Tenant shall, at LandlordTenant’s sole election, additionally lease from Landlord during the Term 50% of the rentable square footage of the computer server room located on Lower Level 1 of the Building (the “Server Room”). At such time as another user of the Building leases space in the Server Room, Tenant shall install a chain-link fence or other secure demising barrier to separate the server room into two separate and functional server rooms. All of the costs of demising the server room into two rooms, and to plumb all the necessary cable and wiring to connect the Premises to the server room, shall be at Tenant’s sole cost and expense (which expense; provided, however, that Landlord shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion require the other user(s) of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months Server Room to reimburse Tenant for 50% of the initial Lease Term (“Warranty Period”), provided that cost of the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements)demising barrier. Landlord shall coordinate have the right to approve the final design and layout of the demised server rooms. In addition to the Monthly Basic Rent contemplated by the Summary and Paragraph 4 below, Tenant shall pay to Landlord, in accordance with the payment procedures set forth in Paragraph 4.1 below, $1.00 per square foot of Tenant’s share of the Server Room per month, plus 100% of all electrical and HVAC costs associated with the use of the Server Room until such time as another tenant of the Building accepts possession of the remaining 50% of the Server Room, at which time Tenant’s obligation for HVAC and electrical costs for the Server Room shall reduce to 50%. All monthly rental amounts for the Server Room contemplated by this Paragraph shall be included within the meaning of Monthly Basic Rent whenever such term is used in this Lease or the Work Letter unless the context clearly contemplates otherwise. Promptly after Tenant completes the work to demise the Server Room, in accordance with plans approved by Landlord, Landlord and Tenant shall measure the Server Room to determine the actual monthly rental therefore, and the parties shall utilize commercially reasonable efforts execute an amendment to perform this Lease setting forth the same monthly rental payable by Tenant’s for the Server Room based on its square footage; provided, however, the failure to do so shall not affect Landlord’s right to receive and collect such monthly rental.
1.9 Tenant shall also have the right, at no charge to Tenant, to use the roof deck in a manner designed common with other tenants of the Building; provided, however, that Landlord will reasonably assist Tenant in the occasional exclusive use of the roof deck for conducting and recording interviews for broadcast and for other Landlord-approved purposes related to minimize interference with Tenant’s use of the Premises. To .
1.10 In the extent repairs which event any additional space becomes available for lease from time to time on the ground floor, the third floor or either of the lower levels of the Building, and Landlord receives an offer to lease such space that Landlord is required prepared to make pursuant accept, Landlord shall then offer the subject space (the “First Offer Space”) to this Section 1.1.1 are necessitated Tenant on the same terms and conditions. In addition, if Tenant at any time expands to the third or other floors in part by Tenant Damagethe Building, then then, for purposes hereof, the First Offer Space shall include space on the expansion and adjacent floors; provided, however, in no event shall any portion of the fifth or sixth floors be included within the First Offer Space; and provided further that the fourth floor shall be included within the First Offer Space only if (i)Tenant occupies at least one quadrant of the third floor, and (ii) no other space is available on the third floor. Tenant shall reimburse Landlord thereafter have five (5) business days within which to commit to leasing the subject First Offer Space on the same terms and conditions, in which event the parties shall execute a lease for an equitable proportion the subject First Offer Space on the terms and conditions of the cost of such repairthird party offer. Any process utilities If Tenant fails to accept the terms and conditions within the time allowed, Landlord shall be provided free to lease the subject First Offer Space to the third party on the terms and conditions of the original offer, without warrantyfurther obligation to Tenant. The foregoing right to additional space in the Building does not include space that is vacant on the execution date of this Lease (which space Landlord may market for lease without obligation to Tenant). Further, the foregoing right to additional space in the Building is (i) subject to the options to extend contained, or which may be contained, in their currently existingany existing or future lease, “as-is” condition.(ii) subject to any first offer expansion rights to the fourth floor Landlord may grant to a tenant leasing a por
Appears in 1 contract
Sources: Office Lease (Current Media, Inc.)
The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 6.3 of the Summary (the “Premises”). Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline Concurrently with the mutual execution and delivery of this Lease, Landlord shall deliver possession of the “Building” entire Premises to Tenant for the purpose of enabling Tenant to commence, subject to and in accordance with the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on of the Site Plan Tenant Work Letter attached hereto as Exhibit A. The parties hereto agree that D (the lease of “Tenant Work Letter”), the Premises is upon design 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises“Tenant Improvements,” as that term is defined in the Tenant Work Letter, and Landlord’s failure to timely deliver the precise area thereof or the specific location of the same shall constitute a “Common AreasLandlord Caused Delay,” as that term is defined in Section 1.1.3, below, or the elements thereof or 5.1 of the accessways Tenant Work Letter. Subject to Landlord’s reasonable regulations, restrictions and guidelines, Tenant’s rights to the Premises or include Tenant’s right to exclusively use and access the “Project,” as that term is defined in Section 1.1.2janitorial closets, belowrisers, electrical and that the square footage telephone rooms and conduit risers all for Tenant’s effective and efficient use of the Premises shall be as set forth permitted hereunder and the ceilings, walls and floors above and below the Premises, to install and service wire, conduit and cable that service Tenant’s equipment in Section 2.1 the Premises in accordance with, and subject to, the other terms and provisions of the Summary of Basic this Lease Informationand Landlord’s rights hereunder with respect to such areas. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building Premises 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 Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” condition.
Appears in 1 contract
Sources: Office Lease (Electronic Arts Inc)
The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord (a) Commencing on the premises set forth Extended Lease Term Commencement Date, as defined in Section 2.2 Paragraph 3(a) hereof, the definition of the Summary "Premises" in the Lease hereby is amended to comprise 47,088 square feet of Net Rentable Area, consisting of (i) Building One Premises A consisting of approximately 23,544 square feet of Net Rentable Area on the “Premises”)sixth (6th) floor of Building One and (ii) Building One Premises B 23,544 square feet of Net Rentable Area on the seventh (7th) floor of Building One. Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge agree that Tenant is not extending the term of the Lease with respect to the Original Premises or the Additional Premises. The location and agree thatconfiguration of the Premises commencing on the Extended Lease Term Commencement Date are outlined in red on Exhibit 1 attached hereto and made a part hereof. In addition, commencing on the Extended Lease Term Commencement Date, Exhibit 1, those portions of Exhibit A showing the Original Premises and the Additional Premises shall be deleted from the Lease in its entirety. As a result, the number of square feet of Net Rentable Area comprising the Premises on Extended Lease Term Commencement Date shall be 47,088 square feet of Net Rentable Area.
(b) Tenant shall quit, vacate and surrender the Original Premises and the Additional Premises to Landlord on and as of the Extended Lease Term Commencement Date. Accordingly, effective on the day after the Extended Lease Term Commencement Date, the “Premises” shall consist exclusively definition of the Initial Premises and, as of in the Lease hereby is amended to exclude the Original Premises and the Additional Premises Premises. In addition, effective on the Extended Lease Term Commencement Date, Exhibit 1 attached to the “Premises” shall consist Lease, depicting the configuration of the Initial Original Premises and the Additional Premises, collectivelyshall be deleted from Exhibit A to the Lease. In connection with the foregoing, Landlord The Original Premises and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space be surrendered on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed Extended Lease Term Commencement Date in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all lawsthe same order and condition in which they existed on the Lease Commencement Date and the Lease Commencement Date-II, respectively, ordinary wear and tear excepted. Tenant, in accordance with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as provisions of the date Lease, shall remove all of this Lease its personal property and moveable trade fixtures, furnishings and equipment from the Original Premises and the Additional Premises on or before the Extended Lease Term Commencement Date, or provided that Tenant shall repair all damage caused by such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, removal to the extent required sole but reasonable satisfaction of Landlord. Tenant's obligation to allow observe and perform the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything covenants provided in this Lease to Paragraph 2(b) shall survive the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Extended Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” conditionCommencement Date.
Appears in 1 contract
Sources: Lease Modification and Extension Agreement (E Centives Inc)
The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Existing Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Subleasesublease dated October 8, 2011, by and between ▇▇▇▇▇▇▇ River Ventures, LLC, as sublandlord, and that accordingly Landlord’s delivery of the Initial Premises to Tenant, as sublessee, which expires by its terms on March 31, 2013, whereupon Tenant shall not be with occupy the Initial Existing Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above)of this Lease. Tenant acknowledges that Tenant’s Expansion Premises are currently leased to Boston Biomedical Consultants, broom clean condition, in compliance with all laws, with Inc. pursuant to the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists terms of a lease dated as of the date of this Lease on or before the Lease Commencement DateApril 30, or such earlier date 1998 (as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Buildingamended from time to time, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements“Boston Biomedical Lease”). Notwithstanding anything contained in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost obligations under this Lease are subject to and expense (which conditioned upon the termination of the Boston Biomedical Lease and the timely vacating of the Expansion Premises by the tenant under the Boston Biomedical Lease. Landlord agrees to use commercially reasonable efforts to cause the tenant under the Boston Biomedical Lease to so vacate the Expansion Premises; however, Tenant hereby agrees that Landlord shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair obligated to expend any sums or replace make any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need payments to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of such tenant as an inducement to cause such tenant to vacate the Expansion Premises, nor shall Landlord be required to commence summary process or eviction proceedings of any kind to recover possession of the Expansion Premises. Tenant further covenants and agrees that, if for any reason, such tenant does not timely vacate the Expansion Premises and as a result thereof, Landlord is unable to tender possession of the Expansion Premises to Tenant, then (which a) the validity of this Lease shall not include the Tenant Improvements). be affected or impaired thereby, (b) Landlord shall coordinate not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Expansion Premises when Landlord tenders possession thereof to Tenant; however, if for any reason Landlord is unable to tender possession of the Expansion Premises to Tenant on or before the Outside Expansion Premises Delivery Date, Tenant shall have the right to terminate the Lease by giving thirty (30) days’ prior notice of such work with termination to Landlord, and upon the giving of such notice, the term of the Lease shall cease and come to an end without further liability or obligation on the part of either party. Tenant confirms and agrees that such right of termination shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with be Tenant’s use sole and exclusive remedy at law, in equity and under this Lease for Landlord’s failure or inability for any reason to tender possession of the PremisesExpansion Premises to Tenant. To Subject to the extent repairs which foregoing, Landlord is required hereby demises and leases to make pursuant to this Section 1.1.1 are necessitated Tenant, and Tenant hereby hires and accepts from Landlord, Tenant’s Premises in part by Tenant Damagethe Building excluding exterior faces of exterior walls, then Tenant shall reimburse Landlord for an equitable proportion the common stairways and stairwells, elevators and elevator ▇▇▇▇▇, fan rooms, electric and telephone closets, janitor closets, freight elevator vestibules, and pipes, ducts, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the cost Building and if Tenant’s Premises includes less than the entire rentable area of any floor, excluding the common corridors, elevator lobbies and toilets located on such repairfloor. Any process utilities shall be provided without warranty, in their currently existing, Tenant’s Premises with such exclusions is hereinafter referred to as the “as-is” conditionPremises.”
Appears in 1 contract
Sources: Lease Agreement (TESARO, Inc.)
The Premises. Landlord hereby leases to Tenant Landlord, for and Tenant hereby leases from Landlord the premises set forth in Section 2.2 consideration of the Summary (covenants and agreements on the “Premises”). Notwithstanding the foregoingpart of Tenant contained in this Lease, Landlord and Tenant does hereby acknowledge and agree that, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to unto Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticalsdoes hereby take from Landlord, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as Exhibit A. The parties hereto agree that the lease of the Premises is upon and subject to the termsconditions hereinafter expressed, covenants and conditions herein set forth, and Tenant covenants as a material part certain portion of the consideration Property referred to as the "Lease Area," as described more particularly in Exhibit “A” attached hereto and incorporated herein, for this Lease to keep the sole and perform each and all of such terms, covenants and conditions by it to be kept and performed. The parties hereto hereby acknowledge that the exclusive purpose of Exhibit A is to show conducting due diligence activities, designing, financing, constructing, installing, owning, operating, maintaining, repairing, replacing and removing the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty System (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 1.1.32 hereof). In addition to the foregoing, below, or Landlord hereby grants Tenant a license to the elements thereof or proposed interconnection point with the regulated electric local distribution company (the "LDC") that provides electric distribution service to the City of Auburn. Tenant shall provide Landlord notice of the accessways to the Premises or the “Project,” as that term is LDC's grant of an Interconnection Permit (defined in Section 1.1.2, below, and that 3.3) when the square footage exact location for installation of cable necessary to support the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any 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 the Tenant Work LetterSystem is known. Landlord shall deliver the Initial Premises hereby grants to Tenant in gooda non-exclusive easement or easements on, vacant (other than with respect to OncoMed pursuant to over, across, under and through the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists Property as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required necessary to allow Tenant to install and maintain its cables and related equipment as required by the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, Interconnection Permit and any other utility easements reasonably required in connection with the foregoing Permitted Uses (defined below) (the "Easement Areas"). Upon Tenant providing notice to Landlord shallof the final Easement Areas, the Parties shall execute a separate stand-alone non-exclusive easement or easements reflecting the final Easement Areas and otherwise being satisfactory to Tenant (the "Easements"), at which time the license provided above shall terminate. The Lease Area and the area subject to the license or the subsequent Easement Areas are referred to herein, collectively, as the "Premises." The Parties agree to amend Exhibit “A” upon Landlord’s sole cost and expense 's grant of the easements referenced above, which revised Exhibit “A” shall be incorporated into this Lease. With respect to each Easement, (which a) the term shall not exceed the Term of this Lease, (b) to the extent permitted by applicable federal, state and local laws, such Easement shall be appurtenant to the Lease Area and shall run with and benefit the Lease Area and inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns, (c) no act or failure to act on the part of Tenant shall be deemed to constitute an “Operating Expense,” as that term is defined in Section 4.2.4)abandonment, repair surrender or replace any failed termination thereof, except (i) upon recordation by Tenant of a quitclaim deed specifically conveying the Easement back to Landlord or inoperable portion (ii) the termination of the HVAC and other mechanicalthis Lease pursuant to its terms, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12d) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s non-use of the Premises. To Easement shall not prevent 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 future use of the cost entire scope thereof, and (e) no use of such repair. Any process utilities shall be provided without warrantyor improvement to the Lease Area or any lands benefited by the Easement, and no assignment or sublease hereof or thereof, shall, separately or in their currently existingthe aggregate, “as-is” conditionconstitute an overburdening of the Easement.
Appears in 1 contract
Sources: Solar Lease Agreement
The Premises. Landlord hereby leases to Tenant Tenant, and Tenant hereby leases from Landlord, upon and subject to the terms and conditions of this Lease, the Premises. The Premises are leased with the right of Tenant to use for its customers, employees and visitors, in common with other entities entitled thereto, such common areas and facilities as Landlord may from time to time designate and provide. The approximate size of the premises Premises (excluding any Tenant’s Outside Areas) is set forth in Section 2.2 1 of the Summary Lease and Landlord and Tenant agree that such size of Premises set forth in Section 1 shall be used for calculation of Rent and ▇▇▇▇▇▇’s Percentage. During the Term, Landlord will grant Tenant rights to the exclusive use of certain areas of the Property outside of the Premises to the extent the same are reasonably necessary in connection with ▇▇▇▇▇▇’s use of the Premises (the “PremisesTenant’s Outside Areas”). The exact location of the Tenant’s Outside Areas shall be mutually agreed upon between Landlord and ▇▇▇▇▇▇ as soon as reasonably practicable following the full execution and delivery of this Lease. During the Term, Tenant may request modification or expansion of the Tenant’s Outside Areas and Landlord shall reasonably cooperate with Tenant in connection therewith, at no expense to Landlord. Notwithstanding the foregoing, Landlord and unless Tenant hereby acknowledge and agree thatis leasing the entire Building, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to allow any Tenant’s Outside Areas to be located in such areas designated as “deliverLandlord Reserve Areas” in the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan site plan attached hereto as Exhibit A. The parties hereto agree that the lease A-1. Following submission of the Premises is upon proposed plans to Landlord, and subject to the termswritten approval of Landlord, 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4)unreasonably withheld, repair conditioned, or replace any failed or inoperable portion delayed Tenant may take such reasonable actions to ensure its use of the HVAC Tenant’s Outside Areas is not subject to unreasonable interference including, without limitation, installing portable barriers, barricades, and other mechanicalfencing, plumbingerecting informational and directional signage, electrical or other building and making pavement markings, subject in each case to Tenant’s compliance with the provisions of Section 25(A) below. Any expenses incurred by Landlord attributable to the Tenant’s Outside Areas that are requested by ▇▇▇▇▇▇ and that do not arise from Landlord’s performance of its obligations hereunder including, without limitation, Landlord’s obligations under Articles 13, 22, and 31 and Exhibit C, shall be paid solely by ▇▇▇▇▇▇. During the Term, Tenant may access the Roof for installation, maintenance, repair, and replacement of systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with supporting Tenant’s use of the Premises. To , any such access shall be subject to Tenant entering into the extent repairs roof access agreement attached hereto as Exhibit H. Any reference to “Premises” within this Lease shall be deemed to include any Tenant’s Outside Area, except in regard to calculation of Base Rent or Additional Rent, 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 only be based upon the measurement of the cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” conditionindoor Premises.
Appears in 1 contract
The Premises. Landlord (a) The property hereby leases leased to Tenant is that certain parcel of land (the "LAND") more particularly described in SCHEDULE A attached hereto and Tenant hereby leases from Landlord by this reference made a part hereof, TOGETHER WITH the premises set forth in Section 2.2 buildings and other improvements (inclusive of the Summary Equipment (as hereinafter defined)) now or hereafter located thereon (collectively, the “Premises”"IMPROVEMENTS"). Notwithstanding The Land and Improvements, together with all appurtenances thereto, hereinafter sometimes collectively referred to as the foregoing, Landlord "PREMISES".
(b) The Premises are demised and Tenant hereby acknowledge let hereunder subject to (a) the rights of any parties in possession thereof and agree that, the existing state of the title thereof as of the Lease Commencement Date (as hereinafter defined), (b) any state of facts which an accurate survey or physical inspection thereof might show, (c) all zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction, and (d) with respect to the Improvements, their condition as of the Commencement Date, without representation or warranty by Landlord. Tenant represents to Landlord that Tenant has examined the “Premises” shall consist exclusively title to the Premises prior to the execution and delivery of this Lease and has found the Initial Premises andsame to be satisfactory for all purposes hereof.
(c) TENANT HAS HAD THE OPPORTUNITY TO EXAMINE THE PREMISES AND THE SIDEWALKS AND CURBS ADJACENT THERETO AND THE PHYSICAL CONDITION THEREOF, as of the Additional Premises Lease Commencement DateINCLUDING THE EXISTENCE OR NON-EXISTENCE OF ANY HAZARDOUS SUBSTANCES THEREON OR UNDER, the “Premises” shall consist of the Initial Premises and the Additional PremisesAND TENANT ACCEPTS THE SAME "AS IS" AS OF THE DATE HEREOF. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, collectively. In connection with the foregoingTENANT ASSUMES ALL RISKS, Landlord and Tenant hereby acknowledge and agree that IF ANY, RESULTING FROM ANY LATENT OR PATENT DEFECTS IN THE DEMISED PREMISES OR THE SIDEWALKS AND CURBS ADJACENT THERETO OR FROM ANY FAILURE OF THE SAME TO COMPLY WITH ANY REQUIREMENTS APPLICABLE THERETO.
(i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (iid) Landlord shall have makes no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant representation or warranty with respect to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline condition of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as Exhibit A. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forthor its fitness or availability for any particular use, 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), Landlord shall not be obligated to provide or pay liable for any improvement work latent or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” conditionpatent defect therein.
Appears in 1 contract
Sources: Lease (Sothebys Holdings Inc)
The Premises. 1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 Premises, consisting of the Summary entire parcel of real property located in the City of Rockford, Illinois, commonly known as ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and the legal description of which is shown on the attached Exhibit “A” (the “PremisesReal Estate”). Notwithstanding The parties acknowledge that there is a building on the foregoing, Landlord and Tenant hereby acknowledge and agree that, as Real Estate of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 approximately 84,000 square feet in size (the “ARMO Lease”) (Building” or the terms "Premises"). The parties waive any formal survey of both the Premises. Further, Landlord hereby leases to Tenant the furnishings and equipment set forth on Exhibit B.
1.2 Landlord also grants and conveys to Tenant for the term hereof all rights and privileges afforded by any appurtenant documents affecting the Premises including, but not limited to, all easements, cross-easements, access agreements and licenses, if any, a description of the same which expire are in existence as of the date immediately preceding hereof also being contained in Exhibit “A”. Landlord and Tenant acknowledge that the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion kitchen area of the Initial Premises Building consisting of 10,000 rentable approximately 1,000 square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) is leased to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ pursuant to a sublease being entered into concurrently herewith Lease Agreement dated March 2, 2009, as amended on July 7, 2010 (the “OncoMed Sublease▇▇▇▇ Lease Agreement”) between with said ▇▇▇▇ Lease Agreement terminating on June 30, 2011. Landlord and Tenant agree that with the execution of this Lease Agreement the Landlord assigns to Tenant all of Landlord’s rights, title, and OncoMed Pharmaceuticalsinterest in, Inc. (“OncoMed”)to and under the ▇▇▇▇ Lease Agreement and Tenant accepts the assignment and agrees to assume and perform the obligations of Landlord under the ▇▇▇▇ Lease Agreement. Landlord and Tenant agree that upon execution of this Lease Agreement, the ▇▇▇▇ Lease Agreement shall be occupied by OncoMed pursuant characterized as a Sublease Agreement with Tenant as the Sublessor and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ as the Sublessee. Landlord represents and warrants that a) except for the ▇▇▇▇ Lease Agreement there are no other leases affecting the Real Estate; b) the ▇▇▇▇ Lease Agreement embodies the entire agreement between ▇▇▇▇ and Landlord and that there are no other agreements or amendments, written or oral, between such parties; and c) the there are no laws, governmental restrictions or agreements, including recorded covenants, conditions and restrictions which would prevent Tenant from using the Premises for the uses allowed under section 6 of this Lease.
1.3 Neither Landlord nor Landlord’s agents have made any representations or promises with respect to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any representation or warranty regarding the physical condition of the Premises, the Building expenses of operation or the Project any other matter or with respect thing affecting or related to the suitability Premises. Tenant has inspected the Premises and is thoroughly acquainted with their condition and agrees to take the same “as is” and acknowledges that the taking of any possession of the foregoing for Premises by Tenant shall be conclusive evidence that the conduct said Premises and any improvements of Tenant’s business, except as specifically set forth in this Lease and which the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, same form a part were in good operating and satisfactory condition and repairat the time such possession was so taken, fully decommissioned and otherwise in substantially regardless of whether the same condition that exists giving rise to such obligation existed prior to or as of the commencement date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” conditionLease.
Appears in 1 contract
Sources: Asset Purchase Agreement (National Technical Systems Inc /Ca/)
The Premises. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord Landlord, for the premises Term and upon the agreements, terms and conditions of this Lease. The Premises is depicted on Exhibit “A,” which is attached hereto and incorporated herein by this reference. The Premises has the address and contains the square footage specified in Article I above; provided, however, that any statement of square footage set forth in Section 2.2 this Lease, or that may have been used in calculating any of the Summary economic terms hereof, is an approximation which Landlord and Tenant agree is reasonable, no economic terms based thereon shall be subject to revision whether or not the actual square footage is more or less. The Premises shall be leased by Tenant in “As Is,” “Where Is” and “With all Faults” condition and without any representation, express or implied warranty of any kind or nature as to the condition, use or occupancy which may be made thereof and without any improvements or alterations by Landlord. Prior to the Commencement Date, Landlord caused a property condition assessment to be performed by a professional commercial property inspector for the Premises (the “PremisesAssessment Report”), which sets forth the results of such assessment and the inspector’s recommended repairs and maintenance to the Premises, if any. Notwithstanding A copy of the foregoingAssessment Report, which has been accepted by Landlord and Tenant, is attached as Exhibit “B” to this Lease. Landlord and Tenant hereby acknowledge and agree that, that the Assessment Report serves as conclusive evidence of the condition of the Premises as of the Lease Commencement DateDate of this Lease. No rights to any view or to light or air over any property, the “Premises” shall consist exclusively whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Initial Premises andare temporarily darkened or the light or view therefrom is obstructed, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlordwithout liability to Landlord and without any reduction or diminution of Tenant’s delivery obligations under this Lease. Tenant hereby waives and disclaims any objection to, cause of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 1.1.3, belowaction based upon, or the elements thereof claim that its obligations hereunder should be reduced or limited because of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any same for Tenant’s purposes. Furthermore, Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the foregoing for Premises, the conduct of Tenant’s business, except as specifically set forth Building and the Project in its decision to enter into this Lease and the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving let the Premises, including and the Generatorcontinuing possession of the Premises by Tenant conclusively establishes that the Premises, the Building and the Project were in good operating and satisfactory condition and repair, fully decommissioned and otherwise in substantially for the same condition that exists use intended by Tenant as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not 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”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” condition.
Appears in 1 contract
The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of Premises for the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectivelyTerm. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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 performedperformed 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 Premises in the Building, 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 1.1.31.1.2, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as Exhibit B (the “Tenant Work Letter”)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. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord The taking of possession of the Premises by Tenant shall deliver conclusively establish that Tenant has accepted the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating its condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease on or before to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Base Building, the existing Building entrancesas that term is defined in Section 8.2 of this Lease, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to shall be in compliance with ADA water tight and parking requirementsgood working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the extent required to allow the legal occupancy terms and conditions of the Premises or completion of the Tenant Improvementsthis Section 1.1.1. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” , as that term is defined in Section 4.2.44.2.3), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises such Base Building during the first twelve such two (122) months of the initial Lease Term year period (“Warranty PeriodLandlord’s Two Year Warranty”), provided that the need to repair or replace was not 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”)) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant (which Party. Landlord’s Two Year Warranty shall not include the Tenant Improvements). be deemed to require Landlord shall coordinate to replace any portion of any Base Building, as opposed to repair such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the Premisesitem in question. 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 cost of such repair. Any process utilities If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be provided without warrantyliable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in their currently existinggood working condition and repair, “as-is” conditionand shall thereafter diligently pursue the same to completion.
Appears in 1 contract
Sources: Sublease Agreement (Snowflake Inc.)
The Premises. EXAMINATION 1. The Tenant will inspect the Premises before taking OF PREMISES possession and will give the Landlord hereby leases to notice of any problems. If the Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of the Lease Commencement Datedoes not give notice, the “Premises” shall consist exclusively of the Initial Premises andwill be deemed to be satisfactory, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectivelyexcept for Inherent Structural Defects.
POSSESSION 2. In connection with the foregoing, Landlord and The Tenant hereby acknowledge and agree that will: (i) Tenant currently occupies the Additional Premises as a subtenant take possession of the current tenant of Premises AND USE OF on the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) not allow anyone except PREMISES for its employees, customers, other persons lawfully having business with the Tenant, or permitted sub-tenants, to use or occupy the Premises, (iii) use the Premises only for general office use, unless the Landlord shall have no obligation consents to “deliver” another use, (iv) not let the Additional Premises remain vacant for more than 5 consecutive days, (v) not do anything in the Premises which is noxious, dangerous, or offensive or which would be a nuisance or disturb other Building occupants, (vi) not overload the Premises floor without the Landlord's consent beyond a capacity of Fifty Pounds (50 lbs) Per Square Foot, (vii) not cause any waste or damage to Tenantthe Premises, (viii) not let the Premises become untidy or unsightly, and at the end of each business day leave them in such a condition that they can be cleaned, and (iiiix) that not store any dangerous or inflammable substances in the Premises.
INSURANCE 3. The Tenant will not do or omit to do anything in the INCREASES Premises which would result in any increase in the Landlord's insurance premiums but, if the Landlord's premiums are increased, the Tenant will pay the increase to the Landlord. The Landlord, by its representatives, may at any time enter the Premises to remove any article or remedy any condition which, in the Landlord's opinion, would be likely to lead to cancellation of any insurance policy. Such entry by the Landlord will not be deemed a portion re-entry or a trespass. If any insurance policy of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor Landlord is subject to cancellation or is cancelled by reason of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction 's use of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways Landlord may terminate this Lease by giving 10 days' notice to the Premises or the “Project,” as that term is defined in Section 1.1.2Tenant, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in except if the Tenant Work Letter attached hereto as Exhibit B (has cured the “problem within that 10 day period. In such case, Paragraph 1 of Part 11 will not apply.
COMPLYING 4. The Tenant Work Letter”)will comply with all lawful requirements WITH LAWS of Government Bodies and insurance companies who hold policies which affect the Land or Building, Landlord shall not be obligated with respect to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition its operation and use of the Premises, the Building condition of the Tenant's Leasehold Improvements, trade fixtures, furniture and equipment, and any repairs or renovations the Project Tenant makes or with respect is obliged to make to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and Premises.
QUIET 5. If the Tenant Work Letterduly and punctually pays the Rent and ENJOYMENT complies with its obligations, the Tenant will be entitled to peaceably possess and enjoy the Premises during the Term.
REGULATIONS 6. Landlord shall deliver the Initial Premises to The Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, will comply with the roof water-tight regulations attached as Schedule D and shall cause with any amendments to them or any new regulations which the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, makes in connection with the foregoing Landlord shalluse, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4)occupancy, repair repair, maintenance, or replace any failed or inoperable portion operation of the HVAC and other mechanicalLand or the Building. The regulations will form part of this Lease. TENANT'S 7. The Tenant will not place or affix any signs, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence of Tenant, its subtenants and/or assignees, if anySIGNS symbols, or any company which is acquiredlettering outside the Premises, sold or merged with Tenant (collectively, “Tenant Damage”)inside the Premises if visible from outside, or by any modificationsinside or outside the Building, Alterations except for a building standard identification sign at or improvements constructed by or on behalf near the Premises entrance and a directory listing in the Building's main lobby, both of Tenant (which shall not include will be subject to the Tenant Improvements)Landlord's consent as to design, colour, size, and location. The Landlord shall coordinate reserves the right to install such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 signs as an equitable proportion of the cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” conditionAdditional Service.
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Sources: Consent to Lease Assignment (Pure Technologies LTD)
The Premises. The Landlord hereby leases is the owner of Flowerfield which includes a certain piece of real property located in the Town of Smithtown, County of Suffolk and State of New York and more particularly described as part of a parcel currently designated as in Suffolk County Tax Map District 800 Section 40, Block 2, Lot 15 (the "Overall Premises"),. Landlord shall lease to Tenant and Tenant hereby leases from Landlord a parcel within the premises set forth in Section 2.2 of the Summary (the “Premises”). Notwithstanding the foregoing, Landlord and Tenant hereby acknowledge and agree that, as of the Lease Commencement Date, the “Premises” shall consist exclusively of the Initial Overall Premises and, as of the Additional Premises Lease Commencement Date, the “Premises” shall consist of the Initial Premises and the Additional Premises, collectively. In connection with the foregoing, Landlord and Tenant hereby acknowledge and agree that (i) Tenant currently occupies the Additional Premises as certain improvements erected thereon which is more particularly described on a subtenant of the current tenant of the Additional Premises pursuant to a sublease dated June 14, 2019 ( the “Additional Premises Sublease”) by ARMO Biosciences (“ARMO”) to Tenant, which sublease is pursuant to an underlying lease from Landlord to ARMO dated March 16, 2018 (the “ARMO Lease”) (the terms of both of which expire as of the date immediately preceding the Additional Premises Lease Commencement Date), (ii) Landlord shall have no obligation to “deliver” the Additional Premises to Tenant, and (iii) that a portion of the Initial Premises consisting of 10,000 rentable square feet of space on the first (1st) floor of the 800 Building (the “Subleased Premises”) pursuant to a sublease being entered into concurrently herewith (the “OncoMed Sublease”) between Tenant and OncoMed Pharmaceuticals, Inc. (“OncoMed”), shall be occupied by OncoMed pursuant to the terms of the OncoMed Sublease, and that accordingly Landlord’s delivery of the Initial Premises to Tenant shall not be with the Initial Premises vacant, Tenant shall accept such delivery with OncoMed in occupancy of the Subleased Premises and the same shall be deemed Landlord’s delivery of the Initial Premises to Tenant. The outline of the Premises (both the Initial Premises and Additional Premises) is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan map attached hereto as Exhibit A. "A", and made a part of this Lease in accordance with the terms of this Lease. The parties hereto agree that parcel is referred to herein as the lease "Leasehold Premises". The Leasehold Premises are leased subject to:
a) The existing state 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. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the 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 title thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), 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 neither Landlord nor any agent of Landlord has made any 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 the Tenant Work Letter. Landlord shall deliver the Initial Premises to Tenant in good, vacant (other than with respect to OncoMed pursuant to the terms above), broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises, including the Generator, in good operating condition and repair, fully decommissioned and otherwise in substantially the same condition that exists as of the date of this Lease Lease.
b) Any state of facts which an accurate survey shows.
c) All zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction thereof, provided such regulations, restrictions, rules and ordinances do not unreasonably prohibit Tenant's use of the Premises as described herein.
d) Easements, covenants and restrictions, of record, if any, to the extent the same are in force and effect.
e) The right to maintain existing vaults, vault spaces, areas, pipes, water lines, conduit, sewerage lines, electric lines, fiber optic lines, the locations of which are set forth in Exhibit "A".
f) Condition and state of repair of the Leasehold Improvements as the same exist as of the Commencement Date; provided, however that Landlord will perform certain work in accordance with Article 19, of this Lease. Other than as set forth in this Lease, Landlord makes no representation or warranty with respect to the condition of the Leasehold Premises or its fitness or availability for any particular use other than as permitted by the zoning thereof, and Landlord shall not be liable to Tenant for any patent or latent structural defect therein, of which Landlord has received no notice, on or before the Lease Commencement DateDate hereof, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, the base building and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an “Operating Expense,” as that term is defined in Section 4.2.4), repair or replace any failed or inoperable portion of the HVAC and other mechanical, plumbing, electrical or other building systems serving the Initial Premises during the first twelve (12) months of the initial Lease Term (“Warranty Period”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence of from Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant (collectively, “Tenant Damage”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (which shall not include the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform the same in a manner designed to minimize interference with Tenant’s use of the Premises. 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 cost of such repair. Any process utilities shall be provided without warranty, in their currently existing, “as-is” condition.
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