Common use of The Subleased Premises Clause in Contracts

The Subleased Premises. (a) The foregoing recitals are incorporated in and are a part of this Sublease. Sublandlord hereby (i) subleases to Subtenant and Subtenant hereby subleases from Sublandlord, Suite 420, which is more particularly described on Exhibit B (“Suite 420 Sublease Premises”), and, (ii) upon the Suite 450 Sublease Commencement Date, subleases to Subtenant and Subtenant hereby subleases from Sublandlord, Suite 450, which is more particularly described on Exhibit B (the “Suite 450 Sublease Premises” and, together with the Suite 420 Sublease Premises, the “Subleased Premises”). (b) The term of the Sublease with respect to Suite 420 Sublease Premises (the “Suite 420 Term”) shall commence on the receipt of Prime Landlord’s Consent (the “Suite 420 Commencement Date”), and shall expire on January 31, 2017 (the “Expiration Date”), unless the Suite 420 Term shall sooner terminate pursuant to the terms of this Sublease. At Sublandlord’s request, promptly after the Suite 420 Commencement Date is ascertained, Sublandlord and Subtenant shall execute a written declaration (the “Suite 420 Declaration”) setting forth the Suite 420 Commencement Date and the date upon which the term of this Sublease will expire. Any failure of the parties to execute such Suite 420 Declaration shall not affect the validity of the Suite 420 Commencement Date as determined in accordance with this Section. (c) The term of the Sublease with respect to the Suite 450 Sublease Premises (the “Suite 450 Term” and, together with the Suite 420 Term, the “Term”) shall commence on the later of (i) the receipt of Prime Landlord’s Consent, (ii) September 1, 2014 or (iii) upon Sublandlord’s move out of Suite 450 (the “Suite 450 Commencement Date” and, together with the Suite 420 Commencement Date, the “Commencement Date”), and shall expire on the Expiration Date, unless the Suite 450 Term shall sooner terminate pursuant to the terms of this Sublease. If, at any time, Sublandlord believes, for any reason, that it is reasonably likely that its move out of Suite 450 will not have occurred prior to November 1, 2014, Sublandlord shall promptly notify Subtenant in writing of such anticipated delay and shall grant Subtenant one of the following additional rights: (i) Subtenant shall have the right to immediately terminate the sublease of Suite 450 under this Sublease upon written notice to Sublandlord delivered anytime within thirty (30) days of Subtenant’s receipt of such notice from Sublandlord, in which case the Premises shall consist solely of Suite 420 or (ii) prior to any termination of the Sublease of Suite 450 by Subtenant, Subtenant shall have the right to receive a credit from Sublandlord against Base Rent (which shall accrue and shall be applied against any Base Rent payable under this Sublease at such time that Base Rent becomes due) in an amount calculated as follows: For each day after November 1, 2014 through November 30, 2014 $ 1,889.00 For each day after November 30, 2014 through December 31, 2014 $ 2,833.50 For each day after December 31, 2014 $ 3,778.00 Without limiting the foregoing, in the event the Suite 450 Commencement Date has not been reached as of January 31, 2015, Subtenant shall have the right, but not the obligation, to terminate the Sublease upon written notice to Sublandlord delivered by February 15, 2015. If Subtenant elects to terminate the Sublease pursuant to the immediately preceding sentence, Sublandlord shall pay to Subtenant in cash the amount of the credit accrued against the Base Rent through January 31, 2015 in the table above to the extent not already applied by Sublandlord against the Base Rent. At Sublandlord’s request, promptly after the Suite 450 Commencement Date is ascertained, Sublandlord and Subtenant shall execute a written declaration (the “Suite 450 Declaration”) setting forth the Suite 450 Commencement Date and the date upon which the term of this Sublease will expire. Any failure of the parties to execute such Suite 450 Declaration shall not affect the validity of the Suite 450 Commencement Date as determined in accordance with this Section. SUBTENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION 1933 OF THE CALIFORNIA CIVIL CODE AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (d) Sublandlord will not make, and is under no obligation to make, any structural or other alterations, decorations, additions or improvements in or to the Subleased Premises. Subtenant acknowledges that it has inspected the Subleased Premises and accepts possession thereof strictly in “AS-IS” condition as of the date of its occupancy. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SUBLANDLORD EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR COVENANTS, EXPRESS OR IMPLIED, REGARDING THE CONDITION OF THE SUBLEASED PREMISES OR ANY OF ITS CONTENTS, OR THEIR SUITABILITY FOR SUBTENANT’S USE. Notwithstanding any provision herein to the contrary, the Suite 420 Sublease Premises and Suite 450 Sublease Premises shall be delivered by Sublandlord to Subtenant on the Suite 420 Commencement Date and Suite 450 Commencement Date, respectively, vacant and in broom-clean condition with all personal property, furniture, fixtures and equipment removed therefrom (other than the Sublease Furniture (as defined in Section 19(n) below)), and where applicable, decommissioned and decontaminated. Sublandlord represents and warrants to Subtenant that, to Sublandlord’s knowledge, effective as of the Suite 420 Commencement Date and Suite 450 Commencement Date, respectively, the heating, ventilating and air conditioning systems and the cabling and electrical systems serving the Subleased Premises are in good, working order and repair.