USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing purposes and other uses incidental thereto, so long as all of the same are permitted by applicable law (collectively, the “Permitted Uses”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or allow the Premises to be used for any unlawful purpose. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense). 1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2. 1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces. 1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive. 1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
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USE AND RESTRICTIONS ON USE. 1.1 Tenant shall have access to the Premises twenty-four (24) hours per day, seven days per week, and shall have the ability to operate all Building systems after standard building operating hours of 7a.m. – 6p.m., Monday through Friday. All costs incurred by Landlord arising out of Tenant’s operation of Building systems after standard budding operating hours shall be directly paid by Tenant, or if paid by Landlord, shall be reimbursed by Tenant to Landlord. The Premises are to be used solely for general office, research and development, and light manufacturing the purposes and other uses incidental thereto, so long as all of set forth on the same are permitted by applicable law (collectively, the “Permitted Uses”)Reference Pages. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building Budding or injure injure, annoy, or disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be except as used in any the ordinary course of Tenant’s business and except in a manner not fully in compliance compliant with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, useland, and dispose of any such Hazardous Materials in a safe and lawful manner and never shall not allow such Hazardous Materials to contaminate the Premises, Building and Building, appurtenant land land, or the environment. Tenant shall, in connection with its handling, use, manufacture, storage, and disposal of Hazardous Materials, comply timely and completely with all governmental requirements for reporting of its handling, use, manufacture, storage, and disposal of Hazardous Materials and shall protect provide to Landlord copies of all permits, plans, reports, and other records required to be maintained for or to be submitted to any governmental body or agency in connection with Tenant’s handling, use, manufacture, storage, and disposal of Hazardous Materials. Tenant shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 29) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s attorneys’ fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.21.2 Landlord shall protect, defend, indemnify, and hold Tenant and Tenant Entities harmless from and against any and all loss, claims, liability, or costs (including court costs and attorneys’ fees) imposed upon or assessed or asserted against Tenant or Tenant Entities arising from the use, manufacture, storage or disposal of Hazardous Materials in the Building by Landlord or third parties prior to the Commencement Date or after the Expiration Date.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use. In addition, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged Landlord shall provide to Tenant in connection with Tenant’s use of the Conference Center from time to timeand Tenant Entities, and they shall have the right to use and occupy, forty-one (v41) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles parking stalls in the Building parking facilities than provided in the Reference Pageslot. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 2 contracts
Sources: Early Entry Agreement (Alder Biopharmaceuticals Inc), Early Entry Agreement (Alder Biopharmaceuticals Inc)
USE AND RESTRICTIONS ON USE. 1.1 (a) The Premises are to shall be used solely and occupied by Tenant only in conformity with law and for general office, research the use specified in Reference Data hereon and developmentas further described in Paragraph 1(b) hereinbelow (the “Permitted Use”), and light manufacturing for such other lawful purposes and other uses as may be incidental thereto, so long as all of to the same are extent permitted by applicable law (collectivelyzoning regulations, subject to the “Permitted Uses”)Rules and Regulations attached hereto or as amended from time to time by Landlord. Any violation of these provisions shall be considered a breach of this Lease by Tenant, and Landlord shall have the right to exercise any or all remedies provided herein in the event of a breach of this Lease. Tenant shall not do use or permit anything to be done in or about any use of the Premises other than the use described in Paragraph 1(b) hereinbelow that would create any safety hazard which will in any way materially and adversely obstruct would be dangerous to the Premises, the Building, the Property or interfere with the rights occupants of same, which would be disturbing to the other tenants or occupants of the Building or injure themProperty, or allow the Premises to be used which would cause any increase in premium for any unlawful purposeinsurance which Landlord may then have in effect with respect to the Property generally. In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as Additional Rent any and all increases in premiums for insurance carried by Landlord on the Property (or any portions thereof) so caused by such other use by Tenant. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions orders, directives for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the nuisances arising out of Tenant’s specific use by Tenant, or in or upon, or in connection with, of the Premises, but not its mere occupancy thereof, all at Tenant’s sole expense; provided, that, Tenant expense and shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rulesregulations and requirements of the municipal, orders county, state and regulationsfederal, governments and any and all departments thereof having jurisdiction over the Building and the Property relating to such use. Tenant shall not be liable at its own cost and expense obtain any and all licenses and permits necessary for any increase such use. The parking of automobiles, trucks or other vehicles in the amount areas not specifically designated for such, and the outside storage of any property are prohibited without Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Dateprior written consent. Subject to emergenciesIf, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterationschange in the governmental laws, additions or improvements made by Tenant in or ordinances and regulations, the Property must be altered to the Premises and/or the Building from time to time, all at lawfully accommodate Tenant’s sole specific use thereof; such alterations shall be made only with the consent of Landlord, but the entire cost thereof shall be borne by Tenant; provided that the necessity of Landlord’s consent shall in no way create any liability against Landlord for failure of Tenant to comply, or alter the Property to comply, with such laws, ordinances and expense unless regulations. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the reason for such non-compliance is Premises, or take any other action which would constitute a result nuisance or would disturb or endanger any other tenants of the Premises Property, or unreasonably interfere with such tenants’ use of their respective premises. Tenant shall, not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacturereceive, store or dispose of in otherwise handle any product, material or about merchandise which is explosive or highly flammable. Tenant shall not permit the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used for any purpose (including, without limitation, the storage of merchandise) in any manner not fully which would render Landlord’s and/or Tenant’s insurance thereon void.
(b) Anything to the contrary contained in compliance with all Environmental Lawsthis Lease and the Hazardous Materials Addendum hereto notwithstanding, in Landlord acknowledges that Tenant will be using the Premises or for an optoelectronic device epitaxy and wafer fabrication operation, and that such use is specifically permitted hereunder. Landlord further acknowledges that the Building storage and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoinguse of highly toxic, Tenant may handleexplosive, storeflammable, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary corrosive gases and chemicals are required in connection with Tenant’s Permitted Usessuch use, and that such use generates odors, noise, and vibrations, all of which are permitted. Tenant shall always handle, storeIn the storage, use, and dispose disposal of any such Hazardous Materials in a safe chemicals and lawful manner and never allow such Hazardous Materials gases, Tenant agrees to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against obtain any and all loss, claims, liability licenses and permits and to abide by all governmental regulations. Tenant also agrees to use all necessary precautions to prevent the use of these chemicals and gases from disturbing or costs (including court costs and attorney’s fees) incurred by reason endangering any of any actual failure the other tenants of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from Property In the Premises event of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Terma chemical leak and/or spill, Tenant agrees to have the appropriate detection and the Tenant Entities will be entitled alarm systems per governmental regulations to (a) the exclusive use alert all tenants of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject Property to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusiveemergency situation.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 2 contracts
Sources: Lease Agreement (Avago Technologies LTD), Lease Agreement (Cyoptics Inc)
USE AND RESTRICTIONS ON USE. 1.1 The lThe Premises are to be used solely for general officeoffice purposes, research and development, and light manufacturing purposes associated call center and other uses incidental theretohigh density office applications necessary for Tenant to operate it s business. Landlord makes no representation or warranty, so long as all express or implied, regarding the suitability of the same Premises for such use. All implied warranties with respect to the Premises, including but not limited to those of merchantability and fitness for a particular purpose are permitted by applicable law (collectively, the “Permitted Uses”)expressly negated and waived. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure injure, or disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste, or overload the Building's structure or systems. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy (including, without limitation, federal, state and local laws regarding access for handicapped or disabled persons, such as the Americans With Disabilities Act of 1990, as amended ("ADA") and all regulations promulgated thereunder), and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s 's sole expense; provided. Tenant, thatat its sole cost and expense, Tenant shall have the right to contest in good faith, and by proper legal proceedings, be solely responsible for making any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage modifications or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) alterations to the extent that Landlord makes a good faith reasonable determination that it is necessaryPremises, Tenant first deposits subject to compliance with LandlordArticle 6 of this Lease, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order federal, state or direction in the event that such order or direction is enforced plus the estimated local ADA requirements. Tenant, at its sole cost of any and all penalties and interest which may be payable if Tenant is ultimately required to expense, shall comply with such contested order or directionall ASHRAE and BOMA indoor air quality requirements applicable to the Premises, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit federal, state and local indoor air quality requirements applicable to the BuildingPremises; if, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-Tenant' s use thereof, supplemental heating, ventilation and air conditioning units are required to the Premises at any time during the Term, then Tenant, at its sole cost and expense, shall install the same, subject to compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all with Article 6 of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentencethis Lease. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons person s in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease Agreement (Wageworks, Inc.)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing office purposes and other uses incidental thereto, so long as all of the same are permitted by applicable law (collectively, the “Permitted Uses”)except that not more than 10,000 square feet may be used for laboratory purposes unless otherwise agreed in writing. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained, or the commission of any waste. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s 's sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall notagrees that Tenant, its agents and contractors, licensees, or invitees shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, medical wastes or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal(collectively "Hazardous Materials") on, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substancesunder, or wastesabout the Premises, presently in effect without Landlord's prior written consent (which consent shall not be unreasonably withheld as long as Tenant demonstrates and documents to Landlord's reasonable satisfaction (i) that such Hazardous Materials (A) are necessary or hereafter adopteduseful to Tenant's business; and (B) will be used, all amendments to any of themkept, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully stored in compliance with all Environmental Laws, laws relating to any Hazardous Materials so brought or used or kept in or about the Premises; and (ii) that Tenant will give all required notices concerning the presence in or on the Premises or the Building and appurtenant land or allow release of such Hazardous Materials from the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Premises) provided that Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials Materials, which products are of a type customarily found in offices and households (such as aerosol cans containing insecticides, toner for copierscopies, paints, paint remover remover, and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. ), provided further that Tenant shall always handle, store, use, use and dispose of any such Hazardous Materials in a safe and lawful manner and never shall not allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land Premises or the environment. Tenant further agrees that Tenant will not permit any substance to come into contact with groundwater under the Premises. Any such substance coming into contact with groundwater shall, regardless of its inherent hazardous characteristics, be considered a Hazardous Material for purposes of this Lease. Notwithstanding the provisions of Paragraph 1.2, Tenant may handle, store, and use Hazardous Materials, limited to the types, amounts, and use identified in the Hazardous Materials Exhibit attached hereto. If no Hazardous Materials Exhibit is attached to this Lease, then this paragraph of Paragraph 1.2 shall protect defendbe of no force and effect. Tenant hereby certifies to Landlord that the information provided by Tenant pursuant to this paragraph is true, indemnify correct, and hold each complete. Tenant covenants to comply with the use restrictions shown on the attached Hazardous Materials Exhibit. Tenant's business and operations, and more especially its handling, storage, use and disposal of Hazardous Materials shall at all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully times comply with all applicable Environmental Lawslaws pertaining to Hazardous Materials. Tenant shall secure and abide by all permits necessary for Tenant's operations on the Premises. Tenant shall give or post all notices required by all applicable laws pertaining to Hazardous Materials. If Tenant shall at any time fail to comply with this Paragraph, or Tenant shall immediately notify Landlord in writing of such noncompliance. Tenant shall provide Landlord with copies of any Material Safety Data Sheets (as required by the presence, handling, use or disposition in or from the Premises of Occupational Safety and Health Act) relating to any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease)to be used, kept, or by reason of any actual failure of Tenant stored at or on the Premises, at least 5 business days prior to keepthe first use, observeplacement, or perform any provision storage of this Section 1.2.
1.3 During such Hazardous Material on the TermPremises (except in the case of an emergency). Landlord shall have 5 business days (except in the case of an emergency in which case Landlord shall have 24 hours) following delivery of such Material Safety Data Sheets to approve or forbid, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, in its sole discretion subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Termlimitation contained above, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectivelyplacement, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use or storage of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place a Hazardous Material on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease (Aksys LTD)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for the purposes set forth on the Reference Pages. Landlord represents and warrants that the Building is zoned for general officeoffice purposes, laboratory, research and developmentassembly, sales, and light manufacturing purposes storage, and other uses incidental thereto, so long as all that no recorded restrictions prohibit any of the same are permitted by applicable law (collectively, the “Permitted Uses”)foregoing. Tenant shall not do or permit anything to be done by any Tenant Entities (defined below) in or about the Premises Premise which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure or disturb them, or allow the Premises to be used for any unlawful purposepurpose or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, thathowever, that nothing in this Lease shall require Tenant shall have the right to contest in good faith, and by proper legal proceedings, make any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) alterations to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having Premises to comply with such contested order laws unless such compliance is required solely due to Tenant’s particular use of the Premises or direction in the event alterations that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required making to comply with such contested order or directionthe Premises (other than the Tenant Improvements, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building which are separately covered in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentenceExhibit B). Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate ofof (unless Tenant pays such increase), invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on 24 hours per day, 7 days a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense)week.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous MaterialsMaterials released by any Tenant Entity. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general officer purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) to the extend incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2; provided, however, that Tenant’s liability for any remediation costs shall be limited to the cost of remediation required by law. Notwithstanding anything in this Lease to the contrary, under no circumstance shall Tenant be liable for any Hazardous Material present at any time on or about the Building, or the soil, air, improvements, groundwater or surface water thereof or the violation of any laws, orders or regulations, relating to any such Hazardous Material, except to the extent that any of the foregoing actually results from the use, release or emission of Hazardous Material by Tenant or any Tenant Entities.
1.3 During Notwithstanding the Termprovisions of Section 1.2, Landlord agrees that Tenant may use Hazardous Materials in the normal course of its business, with prior notice to Landlord, but without Landlord’s consent as long as Tenant demonstrates and documents to Landlord’s reasonable satisfaction (i) that such Hazardous Materials (a) are necessary or useful to Tenant’s business; (b) will be used, kept, stored and disposed of in compliance with all laws relating to any Hazardous Materials so brought or used or kept in or about the Premises; (c) will not pose an imminent danger to persons or property; and (d) Tenant remediates the presence of any such Hazardous Materials to the extent required by law; and (ii) that Tenant will give all required notices concerning the presence in or on the Premises or the release of such Hazardous Materials from the Premises. Pursuant to the preceding sentence, Tenant has notified Landlord of Tenant’s intent to use the Hazardous Materials of the types, amounts, and use identified in the Hazardous Materials Exhibit attached hereto as Exhibit H and Landlord has agreed that the use of such Hazardous Materials is within the scope of the preceding sentence. Tenant covenants to comply with the use restrictions shown on the attached Hazardous Materials Exhibit. Tenant has provided, or will provide, Landlord with copies of the Material Safety Data Sheets (as required by the Occupational Safety and Health Act) relating to all Hazardous Materials listed on the Hazardous Materials Exhibit and will provided such Sheets to Landlord for any other Hazardous Materials for which Tenant notifies Landlord Tenant desires to add to the Hazardous Materials Exhibit. Landlord may at any time upon reasonable prior notice, enter upon the Premises to review Tenant’s Material Safety Data Sheets or to obtain samples from the Premises, including without limitation the soil and groundwater under the Premises, for the purposes of analyzing the same to determine whether and to what extent the Premises or the environment may have become contaminated by Hazardous Materials. Tenant shall reimburse Landlord for the costs of any inspection, sampling and analysis that discloses contamination which Tenant has caused. Tenant may not perform any sampling, testing or drilling to locate any Hazardous Materials on the Premises without Landlord’s prior written consent.
1.4 Landlord represents that, except as set forth on the Phase I environmental report provided to Tenant, to the actual knowledge of ▇▇▇▇ ▇▇▇▇▇, after reasonable inquiry of Landlord’s records and of Landlord’s personnel who could reasonably be expected to have knowledge of such matters, (a) no Hazardous Material is present on the Building or the soil, surface water or groundwater thereof, (b) no underground storage tanks are present on or about the Building, and (c) no action, proceeding or claim is pending or threatened regarding the Building concerning any Hazardous Material or pursuant to any Environmental Law. Upon Tenant’s request, Landlord will provide Tenant with an opportunity to review at Landlord’s manager’s office any existing Phase I environmental assessments or other environmental reports relating to the Building. Notwithstanding anything herein to the contrary, Landlord shall be responsible for Hazardous Materials which existed on, under, or within the Building (unless brought onto or permitted to enter on, in, or under the Premises or the Building by Tenant or any Tenant Entity), including without limitation, the responsibility for removing, remediating, or otherwise mitigating the effects of such Hazardous Materials as may be required by law to protect health and safety, or comply with the direction of governmental agencies administering applicable Environmental Laws. In addition, Landlord shall comply with all environmental laws pertaining to and governing the existence, removal, remediation, exposure to, and use of Hazardous Materials by Landlord at the Building; provided, however, that nothing in this Section shall impose upon Landlord any responsibility for any existing Hazardous Materials negligently disturbed or negligently exacerbated by Tenant or any Tenant Entity.
1.5 Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided the number of parking spaces specified in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease (Acutus Medical, Inc.)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are shall be continuously used and occupied by Tenant, but only for the purpose listed on the Reference Page, to be used solely for general office, research and development, and light manufacturing purposes and other uses incidental thereto, so long as all of the same are extent permitted by applicable law (collectively, the “Permitted Uses”)zoning regulations. Tenant shall not do or permit anything to be done in or about the Premises which will in at its own cost and expense obtain any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or allow the Premises to be used all licenses and permits necessary for any unlawful purposesuch use. Tenant shall The parking of automobiles, trucks or other vehicles in the areas not do, permit or suffer in, on, or about specifically designated on Exhibit A and the Premises the sale outside storage of any alcoholic liquor property are prohibited without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedconsent. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy thereof, and shall promptly comply with all governmental orders and directions directives for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or nuisances in or upon, or in connection connected with, the PremisesPremise, all at Tenant’s 's sole expense; provided. If, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterationschange in the governmental laws, additions or improvements made by Tenant in or to ordinances and regulations, the Premises and/or the Building from time must be altered to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 lawfully accommodate ▇▇▇▇▇▇ ▇▇▇▇▇ 's use and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectivelyoccupancy thereof, such alterations shall be made only with the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which but the entire cost thereof shall be borne by Tenant not to exceed $20,000.00 per occurrence. In the event cost of such compliance exceeds $20,000.00 Landlord shall have the option to complete required work at its expense or to terminate the Lease with 60 day notice to Tenant. Provided, that, the necessity of Landlord's consent shall not be unreasonably withheldin no way create any liability against Landlord for failure of Tenant to comply, conditioned or delayed, place on the exterior of alter the Premises (including both interior to comply, with such laws, ordinances and exterior surfaces of doors and interior surfaces of windows) regulations. Tenant shall not permit any objectionable or on any part of the Building outside the Premises unpleasant odors, smoke, dust, gas, noise or any portion of the Premises visible vibrations to emanate from outside the Premises, nor take any sign, symbol, advertisement other action which would constitute a nuisance or the like visible to public view outside would disturb or endanger any other tenants of the PremisesBuilding, or un reasonably interfere with such tenants' use of their respective premises or permit any use which would adversely affect the reputation of the Building. Landlord Without Landlord's prior written consent, Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly flammable. Tenant will not withhold consent permit the Premises to be used for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail purpose (showingincluding, without limitation, size, color, location, materials and method the storage of affixationmerchandise) of in any manner which would render the sign to be placed on such entry doors. Notwithstanding insurance thereon void or increase the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premisesinsurance rate thereof, and generic building directional signage at Landlord’s sole tenant shall immediately cease and desist from such use, paying all cost and expense, all of which signage shall be non-exclusiveexpense resulting from such improper use.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing the purposes and other uses incidental thereto, so long as all of stated on the same are permitted by applicable law Reference Page (collectively, the “Permitted UsesUse”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure theminjure, annoy, or disturb them or allow the Premises to be used for any unlawful purpose. Tenant’s use and occupancy of the Premises shall be subject to the terms and conditions of the Declaration of Restrictions dated July 15, 1982 and recorded in Deed Book 5299, Page 194 in the Office of the Clerk of Jefferson County, Kentucky, as amended (the “Declaration”), and Tenant shall comply with all terms and conditions of the Declaration applicable to Tenant’s use and occupancy of the Premises. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained, or the commission of any waste. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided. Except that the existing restrooms are not ADA compliant, howeverLandlord warrants and represents that to the best of Landlord’s knowledge, that so long as Tenant complies with of the foregoing provisions date of this Lease, the Building and uses the Premises for the Permitted Uses and otherwise are in compliance with all applicable laws, ordinancescodes, rules, orders resolutions and regulations, Tenant shall regulations including but not be liable for any increase in the amount of Landlord’s insurance pursuant limited to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures all applicable zoning and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense)buildings codes.
1.2 2.1 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance (collectively “Hazardous Materials”) subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment Premises to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s for the use of the Premises for the Permitted Uses. Use; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environmentland. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 29) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) (collectively, “Claims”) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During 2.1. Landlord represents and warrants that, to the Termbest of its knowledge, Tenant as of the date of this Lease, the Building and the Premises are in compliance with all Environmental Laws and that, to the best of Landlord’s knowledge, there are no Hazardous Materials in, on or under the Building or the Premises except as permitted under any other tenant’s lease and except for small quantities used for cleaning purposes. Landlord shall protect, defend, indemnify and hold each and all of the Tenant Entities will be entitled to (aas defined in Section 11.2) the exclusive use harmless from and against any and all Claims incurred by reason of Landlord’s breach of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules foregoing representation and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaceswarranty.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease (Cafepress Inc.)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing the purposes and other uses incidental thereto, so long as all of set forth on the same are permitted by applicable law (collectively, the “Permitted Uses”)Reference Pages. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure injure, annoy, or disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).See Exhibit F Hazardous Materials
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in Tenant’s Proportionate Share of the Reference Pagestotal parking spaces available for common use. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease Agreement (TherOx, Inc.)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing purposes and other uses incidental thereto, so long as all of the same are permitted by applicable law (collectively, the “Permitted Uses”)office purposes. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure injure, annoy, or disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances ordinances, regulations, mandates and regulations directives (the “Legal Requirements”) applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, or permitted caused by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided. Landlord shall, thatas part of Expenses, Tenant shall have maintain the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement common areas of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants structural elements of the Building or and the Park to use base building systems serving the Building, the Park or any other buildings Building in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit general in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentenceapplicable Legal Requirements. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with . Notwithstanding anything in this Lease to the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulationscontrary, Tenant shall not be liable obligated to make structural repairs or alterations to the Premises in order to comply with any Legal Requirements unless the need for any increase such repairs or alterations arises from the specific manner and nature of Tenant’s use or occupancy of the Premises (as distinguished from mere general office use or requirements being imposed on a building-wide basis to all tenants in the amount Building), the manner of Landlordconduct of Tenant’s insurance pursuant to this Section 1.1 business or operation of its installations, equipment or other property therein (to the extent such increase is in excess of or inconsistent with the normal conduct of a consequence general office use), any condition created by or at the instance of the Permitted Uses permitted under Tenant, including, without limitation, Tenant’s Work and/or any other Alterations made by Tenant if and to the extent that such Tenant’s Work and/or Alterations are not, in Landlord’s sole but reasonable discretion, of a nature customarily performed by tenants of comparable size in comparable buildings in the Cambridge area, or a breach by Tenant of any provisions of this Lease as of the Lease Reference DateLease. Subject to emergencies, Tenant first obtaining all necessary governmental permits and approvals and Landlord’s after hours security measures approval of Tenant’s plans and events beyond Landlord’s reasonable controlspecifications therefor, Tenant shall have access to the Premises on a 24-hoursright, 7-day a week basis. Following as part of the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all Work and at Tenant’s sole cost and expense unless expense, to construct, fixture and furnish an outdoor roof terrace in a location on the reason for such non14th floor roof immediately adjacent to the Premises (the “Roof Terrace”) in a location and of a size approved by Landlord in Landlord’s sole but reasonable discretion. The Roof Terrace will be a minimum of 400 square feet and the size and occupancy capacity must not exceed what the applicable building code allows based on there being only one means of egress to the Premises. There will be a 5-compliance is foot buffer zone between the deck railing and the existing parapet walls to allow unlimited access to the davit arm receivers. All deck railings shall be constructed in a result manner that shall not impede the use of the Premises not being roof anchor system and safety lines. All roof penetrations shall be coordinated with the Building’s designated roofing contractor and all repairs will be in compliance with the ADA on existing roof warranty. Improvements to the Commencement Date Roof Terrace must be modular to enable access to the roof deck for repairs. Subject to compliance with all applicable Laws, and provided and so long as Tenant leases the entire 14th Floor Premises initially leased hereunder (collectively, the “Roof Terrace Threshold”), Tenant will have the exclusive right, at no additional rental charge, to access and use the Roof Terrace for outdoor seating and other outdoor activities ancillary to Tenant’s office uses of the Premises. Landlord may require that Tenant, at Tenant’s sole cost and expense, contract with Landlord’s roof contractor to ensure that the roof warranty for the Building is not invalidated or adversely affected and to provide Landlord with a certification to such effect following installation of the Roof Terrace. Tenant shall have the right to install, at Tenant’s sole cost and expense, tables, chairs, and other furniture in the Roof Terrace (the “Terrace FF&E”) subject to Landlord’s prior written approval, which caseshall not be unreasonably withheld or delayed, provided, however, Landlord’s determination of matters relating to aesthetic issues relating to the Terrace FF&E and the Roof Terrace shall be in Landlord’s sole discretion and Landlord may require that moveable Terrace FF&E be secured in a manner reasonably acceptable to Landlord. The Roof Terrace shall be considered part of the Premises for all purposes of the Lease except for the payment of Annual Rent and the determination of Tenant’s Proportionate Share. Tenant’s use of the Roof Terrace and the Terrace FF&E shall be upon and subject to all of the terms and conditions of this Lease, including, without limitation, Tenant’s indemnification and insurance obligations under this Lease. Tenant may use the Roof Terrace for Tenant’s own use or the use of any subtenants or assignees to which Landlord has consented pursuant to this Lease and Tenant’s rights under this Section 1.2 shall not be assignable or otherwise transferable (including by sublease, license or other means) by Tenant separately from this Lease. In no event shall Tenant permit use of the Roof Terrace by the general public (exclusive of Tenant’s invitees having a business relationship with ▇▇▇▇▇▇). Tenant’s use of the Roof Terrace and the Terrace FF&E shall be subject to rules and regulations reasonably issued from time to time by Landlord and of which Tenant has been given prior notice and Tenant shall comply with all Legal Requirements and governmental approvals applicable to the Roof Terrace. Tenant shall be responsible for ensuring that such maintenance and daily cleaning and janitorial services to the Roof Terrace and shall maintain the Roof Terrace and the Terrace FF&E in a safe, clean and first class condition consistent with first class office building standards for comparable buildings in Cambridge, Massachusetts. Landlord shall not have any obligations (including any compliance is accomplished at with Legal Requirements obligation) with respect to the Roof Terrace or the Terrace FF&E and Landlord shall not be required to provide any services or utilities to the Roof Terrace, provided, however, the foregoing shall not limit Landlord’s expense).obligations under this Lease to maintain the roof. Tenant shall use and maintain the Roof Terrace so as not to cause any damage to the Building (including the parking garage) or the Complex or any interference with the use, operation or maintenance of the Building or any mechanical, electrical or other building systems of the Building. If, at any time during the Term, Tenant ceases to satisfy the Roof Terrace Threshold, Tenant’s right to exclusive use of the Roof Terrace shall terminate and Landlord may require Tenant to repair any damage to the Building (including the roof) caused by the installation or removal of such Roof Terrace and/or Terrace FF&E, provided however, Tenant shall not be required to remove the Roof Terrace improvements at the expiration or earlier termination of the Term, but Tenant shall remove all Terrace FF&E. In the event that any governmental agency having jurisdiction over the Building imposes any rooftop or common space taxes or other taxes or fees on Landlord or the Building in connection with the use or operation of the Roof Terrace and/or the Terrace FF&E, Tenant shall pay to Landlord the amount of any such tax or fee imposed in connection with Tenant’s use or operation of the Roof Terrace and/or the Terrace FF&E.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner by Tenant Entities not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated by Tenant Entities with any Hazardous Materials. Notwithstanding the foregoing, Tenant and Tenant Entities may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from and against any and all loss, claims, liability or costs (including court costs and reasonable attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2, provided, however, in no event shall Tenant be responsible for any loss or liability attributable to the presence of any Hazardous Materials at the Premises, the Building or Lot which existed prior to the Commencement Date. ▇▇▇▇▇▇▇▇ has no knowledge of the presence of Hazardous Materials at the Premises, the Building or the Lot that is required to be removed or remediated under applicable Legal Requirements.
1.3 During The Tenant shall have, as appurtenant to the TermPremises, rights to use in common with others entitled thereto:
1.3.1 the common facilities included in the Building or the Lot, including common walkways, driveways, lobbies, hallways, ramps, stairways, loading docks, the bicycle storage area, and passenger and freight elevators;
1.3.2 subject to Article 39, the parking facility (including the visitor’s parking area and parking spaces reserved for the disabled), at locations which may from time to time be designated by Landlord. Use of the parking facility shall be subject to the right of the Landlord to restrict parking during snowplowing operations, and during repair, maintenance and restriping work affecting the parking area, provided Tenant’s use thereof is not adversely affected in a disproportionate manner to other Building tenants;
1.3.3 the pipes, ducts, conduits, wires and appurtenant equipment serving the Premises; and
1.3.4 if the Premises include less than the entire rentable area of any floor, the common toilets in the central core area of such floor. Such rights shall always be subject to the Rules and Regulations set forth in Exhibit D as the same may be reasonably amended by the Landlord from time to time in a non-discriminatory manner, and such other reasonable rules and regulations from time to time established by Landlord by suitable notice, and to the right of Landlord to designate and change from time to time areas and facilities so to be used, provided such designations and changes do not deprive Tenant of the substantive benefits of such areas and facilities. In the event of a conflict or inconsistency between the terms and conditions of this Lease, and the Rules and Regulations, the terms of this Lease shall control. Tenant shall have free access to the Premises on business days during Building Business Hours and access at all other times subject to reasonable security restrictions from time to time in effect, and subject always to restrictions based on emergency conditions. Not included in the Premises are the ceiling, the floor and all perimeter walls of the space identified in Exhibit A, except the inner surfaces thereof and the perimeter doors and windows. Notwithstanding that a portion of the Premises are shown to comprise the entire 14th floor of the Building, the Premises do not include any elevators, common stairwells, shafts, ducts and conduits passing through the Premises and building systems not exclusively serving the Premises, and Landlord shall retain responsibility for the repair and maintenance of the same throughout the term of this Lease. Tenant agrees that Landlord shall have the right to place in the Premises (but in such manner as not unreasonably to interfere with ▇▇▇▇▇▇’s use of the Premises) utility lines, telecommunication lines, shafts, pipes and the like, for the use and benefit of Landlord and other tenants in the Building, and to replace and maintain and repair such lines, pipes and the like, in, over and upon the Premises. Such utility lines, pipes and the like, shall not be deemed part of the Premises under this Lease.
1.4 Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in Tenant’s Proportionate Share of the Reference Pagestotal parking spaces available for common use. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces. If the Building is being operated in accordance with Green Building Standards, Landlord may, in its sole discretion elect to establish preferred parking programs for hybrid and alternative fuel vehicles so long as there is no reduction in Tenant’s parking rights under this Lease.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, 1.5 Landlord shall provide Building standard signage install for Tenant at the signage monument for the ParkTenant, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which Building standard signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building lobby directory and on the fourteenth (14th) floor common lobby and the “Tenant’s Exterior Building Signage”), tenth (b10th) floor common lobby at no charge. Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the rightmay install, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage one (1) building standard identification sign on the Building glass doors in accordance with the provisions of this Section 1.5. Upon 13th floor separate elevator area serving the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5Premises.
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USE AND RESTRICTIONS ON USE. 1.1 The Premises are to shall be continuously used solely and occupied by Tenant, but only for general office, research the purpose listed on the Reference Page and development, and light manufacturing for such other lawful purposes and other uses as may be incidental thereto, so long as all of to the same are extent permitted by applicable law (collectively, the “Permitted Uses”)zoning regulations. Tenant shall not do or permit anything to be done in or about the Premises which will in at its own cost and expense obtain any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or allow the Premises to be used all licenses and permits necessary for any unlawful purposesuch use. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy thereof, and shall promptly comply with all governmental orders and directions directives for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or nuisances in or upon, or in connection connected with, the Premises, all at Tenant’s 's sole expense. If, as a result of any change in the governmental laws, ordinances and regulations, the Premises must be altered to lawfully accommodate Tenant's use and occupancy thereof, such alterations shall be made only with the consent of Landlord, but the entire cost thereof shall be borne by Tenant; provided, that, Tenant the necessity of Landlord's consent shall have the right to contest in good faith, and by proper legal proceedings, no way create any such governmental orders and directions liability against Landlord for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply comply, or alter the Premises to comply, with the provisions of the foregoing sentencesuch laws, ordinances and regulations. Tenant shall not do permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take any other action which would constitute a nuisance or permit anything to be done on or about any use which would adversely affect the Premises or bring or keep anything into reputation of the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulationsBuilding. Without Landlord's prior written consent, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacturereceive, store or dispose of in otherwise handle any product, material or about merchandise which is explosive or highly flammable. Tenant will not permit the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail purpose (showingincluding, without limitation, size, color, location, materials and method the storage of affixationmerchandise) of in any manner which would render the sign to be placed on such entry doors. Notwithstanding insurance thereon void or increase the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premisesinsurance rate thereof, and generic building directional signage at Landlord’s sole Tenant shall immediately cease and desist from such use, paying all cost and expense, all of which signage shall be non-exclusiveexpense resulting from such improper use.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general officepurposes allowed as-of-right by the Town of Bedford zoning regulations, research and development, and light manufacturing purposes and other uses incidental thereto, so long as all of only to the same are extent permitted by other applicable law (collectively, the “Permitted Uses”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building Park or injure materially adversely disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Notwithstanding anything to the contrary set forth in Section 18.1.2 of this Lease, in the event that Landlord reasonably believes that Tenant is materially adversely disturbing other tenants or occupants of the Park, then Landlord may send written notice to Tenant reasonably detailing the nature of such disturbance and if Tenant fails to cease such disturbance within five (5) days (forthwith, if the disturbance involves a hazardous condition) after written notice of such disturbance to Tenant (provided, however, that such disturbance shall not be an event of default if such disturbance could not reasonably be ceased during such five (5) day period, Tenant has commenced the cure within such five (5) day period and thereafter is diligently pursuing such cure to completion, but the total aggregate cure period shall not exceed fifteen (15) days), then such failure to cease such disturbance shall constitute an Event of Default (as hereinafter defined). Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building Buildings or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building Buildings or any of its their contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building Buildings or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following Following
(a) the Commencement Date, with respect to the Pre-Expansion Premises, and (b) the Expansion Premises Commencement Date, with respect to the Expansion Premises, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or environment. Tenant shall protect defend, indemnify and hold each and all of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense; provided, that, Landlord shall deliver the Pre-Expansion Premises and the Expansion Premises to install Tenant’s Exterior Building Signage on the Building Tenant in accordance compliance with the provisions of this Section 1.5ADA. Upon the expiration or earlier termination of the TermSubject to emergencies, Landlord’s after-hours security measures and events beyond Landlord’s reasonable control, Tenant shall remove Tenant’s Exterior Building Signagehave access to the Premises on a twenty-four (24) hour per day, seven (7) day per week basis; provided, however, that Tenant shall be responsible for furnishing its own security for the Premises at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing the purposes and other uses incidental thereto, so long as all of stated on the same are permitted by applicable law (collectively, the “Permitted Uses”)Reference Page. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely unreasonably obstruct or interfere with the rights of other tenants or occupants of the Building or injure themunreasonably injure, annoy, or disturb them or allow the Premises to be used for any unlawful improper, immoral, unlawful, or reasonably objectionable purpose. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained, or the commission of any waste. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building connection with Tenant's use or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or in or upon, or in connection with, occupancy of the Premises, all at Tenant’s 's sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided. Landlord agrees to use reasonable efforts to impose and enforce upon other tenants of the Building, howeverif any, that so long as provisions materially similar to those imposed upon Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense)1.1.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time time, handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “"Hazardous Materials”") flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “"Environmental Laws”) "), nor shall Tenant suffer or permit any Hazardous Materials to be used in the Premises in any manner not fully in compliance with all Environmental Laws, nor shall Tenant cause, directly or indirectly, Hazardous Materials to be used in the Premises or the Building and appurtenant land Land (as hereinafter defined) in a manner not fully in compliance with all Environmental Laws, nor cause, directly or allow indirectly the environment in the vicinity of the Building to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, and subject to Landlord's prior consent, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s reasonable attorneys' fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental LawsLaws as required in this Section 1.2, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.21.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease (Gamestop Corp)
USE AND RESTRICTIONS ON USE. 1.1 The first floor of the Premises are is to be used solely for general office, research and development, light assembly and fabrication of medical devices and general office purposes. Tenant acknowledges and agrees that any such light manufacturing purposes assembly and fabrication shall only be performed in the locations shown on Exhibit G attached hereto using the machinery (the “Approved Machinery”) listed on Exhibit H attached hereto. Tenant further acknowledges and agrees that any other uses incidental theretomachinery used in the Premises shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld so long as all such machinery is similar in kind (as reasonably determined by Landlord) to the Approved Machinery. In no event shall the second floor of the same are permitted Premises be used for any purpose that produces vibration and/or excessive noise (as determined by applicable law (collectivelyLandlord in its reasonable discretion) that is detectable outside of the Premises. Without limiting the generality of the foregoing, in no event shall the “Permitted Uses”)Approved Machinery be used on the second floor of the Premises. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely unreasonably obstruct or interfere with the rights of the other tenants or occupants of the Building or injure injure, annoy, or unreasonably disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. If, in Landlord’s reasonable determination, Tenant’s use of the Premises produces vibration or excessive notice that unreasonably disturbs Landlord and/or any other tenants or occupants of the Building or causes other unreasonable problems for other tenants or occupants of the Building and/or Landlord, then Landlord may, at its election, (i) require Tenant to install additional reasonably appropriate sound/vibration proofing in the Premises (provided, however, that Tenant shall have cease all such excessive noise and/or vibration until such additional sound/vibration proofing is installed), or (ii) if Tenant refuses or is unable to install such sound/vibration proofing and remedy the excessive noise and/or vibration, terminate Tenant’s right to change its Permitted Uses upon use the prior written consent Premises for the uses described in this Section 1.1 above (other than general office, research and development and administrative use). For purposes of Landlordthe foregoing sentence, which consent the additional sound/vibration proofing shall not be deemed to be “unreasonably withheld, conditioned appropriate sound/vibration proofing” if noise and/or vibrations emanate from the Premises and such noise and/or vibration annoys or delayeddisturbs Landlord and/or any other tenants and or occupants of the Building and or the Project. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental federal, state and city laws, ordinances codes, ordinances, rules and regulations (collectively, “Regulations”) applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, . Tenant shall have operate and maintain the right to contest Premises in good faithsuch a manner that no odors, fumes, vapors or gases of any kind shall be released into the Building. Tenant shall, at Tenant’s sole cost and expense, (i) operate the heating, ventilation and air conditioning system, including the special exhaust systems, under negative pressure, (ii) seal any openings in the demising walls of the Premises, and by proper legal proceedings, any such governmental orders (iii) provide a continuous waterproof base (with seamless vinyl flooring and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as otherwise reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in all areas in which machinery is located in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentencePremises. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as . Nothing herein shall require Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of perform any alterations, additions or improvements made which are necessary to comply with Regulations with respect to the common areas, unless such compliance relates to the common areas on any floor on which the Premises are located and arises directly out of the performance of alterations, additions, repairs or other work by or on behalf of Tenant in the Premises, the acts or to the Premises and/or the Building from time to time, all at omissions of Tenant or any Tenant Entity or Tenant’s sole cost and expense unless the reason for such non-compliance is a result specific use of the Premises not being in compliance for purposes other than general office use. In addition, nothing herein shall require Tenant, with respect to the ADA common areas or the Premises, to comply with Regulations which require alterations, capital improvements or the installation of new or additional mechanical, electrical, plumbing or fire life safety systems on a Building wide basis without reference to the Commencement Date particular use of Tenant (in which caseother than general office use), the acts or omissions of Tenant or any Tenant Entity, or any alterations, additions or improvements performed by or on behalf of Tenant. As of the date hereof, to Landlord’s actual knowledge, Landlord has not received written notice from any governmental agencies that the Building is in violation of any governmental laws, ordinances and regulations. For purposes of this Section, “Landlord’s actual knowledge” shall be responsible deemed to mean and limited to the current actual knowledge of the property manager for ensuring the Building at the time of execution of the Lease and not any implied, imputed, or constructive knowledge of said individual or of Landlord or any parties related to or comprising Landlord and without any independent investigation or inquiry having been made or any implied duty to investigate or make any inquiries, it being understood and agreed that such compliance is accomplished at Landlord’s expense)individual shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of (collectively, “Use”) in or about the Premises or the Building any (collectively collectively, “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively collectively, “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, (A) Tenant may Use Hazardous Materials in the Premises, subject to the additional terms and conditions set forth on Exhibit I (Hazardous Materials) attached hereto and incorporated herein by this reference, and (B) Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2. Tenant shall not be liable for any cost of expense related to removal, cleaning, abatement or remediation of Hazardous Materials existing in the Premises or the Building prior to the date Landlord tenders possession of the Premises to Tenant, including, without limitation, Hazardous Materials in the ground water or soil, except to the extent that any of the foregoing results directly or indirectly from any act or omission by Tenant or any Tenant Entity or any Hazardous Materials disturbed, distributed or exacerbated by Tenant or any Tenant Entity. For purposes of this Article 1, Tenant, not Landlord, shall have the burden to prove with reasonable and unequivocal documentation that such Hazardous Materials were in fact preexisting in the Premises prior to the date Landlord delivered possession of the Premises to Tenant.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in Tenant’s Proportionate Share of the Reference Pagestotal parking spaces available for common use. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned spaces or delayed, place on the exterior any guaranty of the Premises (including both interior and exterior surfaces availability of doors and interior surfaces of windows) or on any part of the Building outside the Premises particular parking spaces or any portion specific number of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doorsparking spaces. Notwithstanding the foregoing to the contraryforegoing, Landlord shall provide Building standard signage use commercially reasonable efforts to ensure that the number and type of parking passes set forth on the Reference Pages of this Lease are available for Tenant at Tenant’s use. Pursuant to Civil Code Section 1938, Landlord states that, as of the signage monument for the ParkLease Reference Date, the building directory and entrance Premises has not undergone inspection by a “Certified Access Specialist” (CASp) to determine whether the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from Premises meet all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this construction-related accessibility standards under California Civil Code Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.555.53.
Appears in 1 contract
Sources: Lease (Ellipse Technologies Inc)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and software development, a quality assurance lab and light manufacturing related purposes and other uses incidental thereto, so long as all of the same are permitted by applicable law (collectively, the “Permitted Uses”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure injure, unreasonably annoy or disturb them, or allow the Premises to be used for any immoral or unlawful purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building Building, the Premises, or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; providedthereof unless, howeverwith respect to any increase in insurance rates, that so long as Tenant complies with reimburses Landlord for such increase (the restrictions in the foregoing provisions and uses sentence shall not apply to any increases in insurance rates arising solely from Tenant’s occupancy of the Premises for the Permitted Uses and otherwise in compliance with all applicable lawsgeneral office purposes, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant as opposed to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s its particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expenseuse).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s for the use of the Premises for the Permitted Uses. ; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.21.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease (Tripwire Inc)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing purposes and other uses incidental thereto, so long as all of the same are permitted by applicable law (collectively, the “Permitted Uses”)Use. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or allow the Premises to be used for any unlawful purposepurpose or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental federal, state and city laws, ordinances codes, ordinances, rules and regulations (collectively, “Regulations”) applicable to the use of the Premises and its occupancy occupancy, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Premises and with any easement agreement, covenants, restrictions and conditions, declarations, licenses and other agreements listed as Permitted Encumbrances or as may hereafter affect the Premises (collectively, “Easement Agreements”) even if compliance therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of any of the Premises and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, . Neither Landlord nor Tenant shall have the right to contest alter, modify, amend or terminate any Easement Agreement, give any consent or approval thereunder, or enter into any new Easement Agreement without, in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Buildingeach case, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants prior written consent of the Building or the Park to use the Buildingother party, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant consent shall not remain out of compliance with such order be unreasonably withheld, conditioned or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentencedelayed. Tenant shall not do be bound by any alterations, modification or permit anything amendments to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building Easement Agreement or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of new Easement Agreements entered into without Tenant’s particular use of the Premises and/or the Building consent. Landlord hereby acknowledges that Tenant may desire from time to time during the Term to apply for entitlements, seek rezoning, or as a result of any alterationsotherwise endeavor to negotiate agreements with the governmental entities having jurisdiction over the Project, additions or improvements made by Tenant in or including seeking modifications to the current conditional development permit issued by the City of Menlo Park necessary to increase the number of employees and/or vehicle trips allowed on the Premises and/or (collectively, the Building from time to time, all “Entitlements”). Tenant shall obtain any Entitlements at Tenant’s sole cost and expense, subject to the limitations set forth herein. Tenant shall notify Landlord in writing of any Entitlements that Tenant intends to seek for the Project, and thereafter Tenant shall keep Landlord apprised in writing of the status of its efforts in this regard on a reasonably regular basis (and in no event less frequently than every ninety (90) days during any time that Tenant is seeking Entitlements hereunder). Tenant shall not seek any Entitlements or modifications to any Entitlements which will have a material adverse effect on the value of the Project without Landlord’s consent not to be unreasonably withheld, conditioned or delayed; provided, that, Landlord hereby consents to modifications to the current conditional development permit issued by the City of Menlo Park necessary to increase the number of employees and/or vehicle trips allowed on the Premises (including approving any mitigation measures or conditions of approval in connection therewith). Landlord shall respond to any such request for consent within ten (10) business days after receipt of request. If Landlord fails to respond within such ten (10) business day period, then Tenant may deliver a second written notice to Landlord requesting such consent which notice shall state in bold and all caps, “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED TO BE LANDLORD’S CONSENT TO THE MATTERS SET FORTH HEREIN.” If Landlord fails to respond to such second written notice within five (5) business days after receipt thereof, then Landlord shall be deemed to have consented to such request. Landlord shall reasonably cooperate with Tenant to execute any applications for permits or approvals or other documents or consents related to the Entitlements (such as development agreements) reasonably required by Tenant in connection with modifying any existing Entitlements or seeking new Entitlements to the extent permitted hereunder; provided that such cooperation shall be at no cost or expense unless to Landlord or any Landlord Entities. Tenant shall promptly notify Landlord in writing of any Entitlements obtained by Tenant with respect to the reason Project. Landlord shall not modify any Entitlements or enter into any new Entitlements in any manner during the Term without the prior written consent of Tenant to be granted or withheld in Tenant’s sole and absolute discretion. Tenant covenants by and for such non-compliance himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, that this Lease is a result made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any persons or group of persons, on account of race, color, creed, marital status, ancestry, religion, sex, or national origin, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment, of the Premises not being herein leased, nor shall the Tenant himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, occupancy, or tenants, sublessees, subtenants, or vendees in compliance with the ADA Premises of herein leased. Reference is made to Section II.C.2 of that certain San Francisco Bay Conservation and Development Commission Permit No. 26-78 issued on December 1, 1978, as amended through October 20, 1994 (AMENDMENT NO. FIVE) and recorded in the Commencement Date Official Records of the County of San Mateo as document number 94-170831 (the “BCDC Permit”), which BCDC Permit requires express reference in which casethis Lease, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense)including specific reference to the public access provisions (including, without limitation, Section I.A.3, II.B, and III. B) and the parking provisions (including, without limitation, Section I.A.8, II.B.4 and III.B) thereof.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time use, store, generate, treat, discharge, disburse, handle, use, manufacture, store transport or dispose of (collectively, “Handle”) in or about the Premises or the Building any Project (collectively collectively, “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively collectively, “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in in, on or about the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Project; provided that Tenant shall always handle, store, use, and dispose of Handle any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and Project or appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 29) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental LawsLaws with respect to the Project, or the presence, handlingHandling, use or disposition in or from the Premises during the Term of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, . Tenant and the Tenant Entities will be entitled to shall provide Landlord a copy of any Material Safety Data Sheet (aMSDS) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewithother permits, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant applications or written responses completed in connection with Tenant’s use or any Tenant Entity’s Handling of Hazardous Materials at, on our about the Conference Center Project and prepared by or on behalf of Tenant and furnished to applicable governmental agencies as required by or otherwise in compliance with any applicable Regulations.
1.3 Subject to the terms of Article 17, upon prior written notice from time to timeLandlord, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding Tenant shall permit such use persons as Landlord may designate from time to time in connection therewith. Notwithstanding (“Site Reviewers”) to visit the foregoingPremises, once per year or at any other time that Landlord, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraphits sole discretion, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside reasonably believes that the Premises or any portion the Project have become contaminated with Hazardous Materials that must be removed under applicable Regulations or otherwise in breach of the provisions of this Lease (each, an “Environmental Violation”), and perform environmental site investigations and assessments (“Site Assessments”) on the Premises visible from outside for the Premisespurpose of determining whether there exists any Environmental Violation or any condition which could result in any Environmental Violation. Such Site Assessments may include both above and below the ground testing for Environmental Violations and such other tests as may be necessary, any sign, symbol, advertisement or in the like visible to public view outside opinion of the PremisesSite Reviewers, to conduct the Site Assessments. Landlord will not withhold consent for any signs and lettering Tenant shall supply to the entry doors Site Reviewers such historical and operational information regarding the Premises as may be reasonably requested by the Site Reviewers to facilitate the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signsSite Assessments, and provided shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The cost of performing any Site Assessment that reveals any Environmental Violation shall be paid by Tenant has submitted to Landlord a plan or sketch in within thirty (30) days following Landlord’s written demand, together with reasonable detail (showing, without limitation, size, color, location, materials supporting documentation of such cost and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, any other Site Assessments performed by Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage be at Landlord’s sole cost and expenseexpense and in the event of any Environmental Violation by Tenant, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the rightshall, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration promptly perform any required or earlier termination necessary investigation, repair, cleanup, or detoxification of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost Premises and expense, and repair and restore the exterior portion Project to bring the same to its condition prior to the occurrence of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5Environmental Violation, but in no event less than good condition.
Appears in 1 contract
Sources: Lease Agreement (Facebook Inc)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general officeoffice purposes (including without limitation an employee break room, research and developmentlunch room, training facilities, a physical fitness facility, an automatic teller machine located inside the Premises, and light manufacturing other legal uses incidental to a financial services businesses which are compatible with a Class A office environment). Landlord acknowledges that for purposes of this Lease, general office purposes includes without limitation call center and other uses incidental thereto, so long as all similar configurations consistent with the space plans provided to Landlord by Tenant prior to the date of the same are permitted by applicable law (collectively, the “Permitted Uses”)this Lease. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or unreasonably interfere with the rights of other tenants or occupants of the Building Project or injure or unreasonably disturb them, or allow the Premises to be used for any unlawful purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building Project or appurtenant land land, caused, or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building Project or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building Project or any part thereof; provided, howeverunless Tenant pays the increase in cost associated therewith. Notwithstanding the foregoing, that so long nothing in this Lease shall be construed as requiring Tenant complies to be responsible for any legal requirements applicable to the structural portions of the Premises, any restrooms within the Building (other than restrooms constructed by or at the special request of Tenant) or the mechanical, electrical, plumbing or HVAC systems, unless the failure to comply with any such legal requirements is caused by Tenant. Landlord has not and will not, during the foregoing provisions and uses Term of this Lease, impose any agreements or restrictions on the Project which prohibit or unreasonably interfere with Tenant’s use of the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense)Lease.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building Project any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building Project and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building Project and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2. Tenant shall have no responsibility for pre-existing Hazardous Materials conditions or Hazardous Materials conditions caused by any other party so long as such party is not operating by, through or under Tenant. An entity related to Landlord has caused a Phase I environmental site assessment to be performed with respect to the “Domain” real estate development project, which includes the land on which the Project is located. To the current actual knowledge of Landlord, (i) no Hazardous Materials are present on the Property or the soil, surface water or groundwater thereof, (ii) no underground storage tanks are present on the Property, and (iii) no action, proceeding or claim is pending or threatened regarding the Property concerning any Hazardous Materials or pursuant to any environmental Law. Notwithstanding the foregoing, under no circumstances shall Tenant be liable for any losses, costs, claims, liabilities and damages (including attorneys’ and consultants’ fees) of any type or nature, directly or indirectly, arising out of or in connection with any Hazardous Materials present at any time on or about the Property, or the soil, air, improvements, groundwater or surface water thereof, or the violation of any laws relating to any such Hazardous Materials, except to the extent that any of the foregoing actually results from the release of Hazardous Materials by Tenant or by any agent, employee or other party acting by, through or under Tenant in violation of applicable environmental laws. Landlord agrees that Landlord will correct or remedy any pre-existing Hazardous Materials condition which was in place and affecting the Premises on the Lease Reference Date if such condition substantially increases the cost of completing the Tenant Improvements, substantially delays the completion of the Tenant Improvements, has a materially adverse affect on Tenant’s ability to utilize the Premises for the intended purposes permitted under Section 1.1 of this Lease, creates a substantial health risk to occupants or if such cure or correction is required by any applicable governmental or regulatory authority with jurisdiction over the Premises.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building Project as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities park more vehicles in the Parking Facilities (hereinafter defined) than Tenant’s Proportionate Share of the total parking facilities than provided in the Reference Pagesspaces available for common use. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect ; subject to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this reserved parking as described in Section 1.5.30.3.2
Appears in 1 contract
Sources: Lease Agreement (KBS Real Estate Investment Trust III, Inc.)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and developmentoffice purposes to perform administrative services for Tenant, and light manufacturing purposes and not for any retail operations or other uses incidental theretobusiness or governmental purpose of Tenant that may require or permit direct services to visitors, so long as all customers, invitees or licensees, including by way of example only, the same are permitted by applicable law payment of bills on-site, delivery of food stamps or provision of case intake or management services, counseling or advising (collectively, the “Permitted UsesUse”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure injure, annoy, or disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental federal, state and city laws, ordinances codes, ordinances, rules and regulations (collectively, “Regulations”) applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense. Landlord, at its expense (subject to Article 4), shall cause the Base Building (defined below) and the common areas of the Building to comply with all Regulations (including the Americans with Disabilities Act (“ADA”)) in effect (and as interpreted and enforced) as of the Commencement Date to the extent that (i) such compliance is necessary for Tenant to use the Premises for general office use in a normal and customary manner and for Tenant’s employees and visitors to have reasonably safe access to and from the Premises, or (ii) Landlord’s failure to cause such compliance would impose liability upon Tenant under Regulations; provided, thathowever, Tenant that Landlord shall have not be required to cause such compliance to the right extent non-compliance (1) is triggered by any matter that is Tenant’s responsibility under this Article 1 or Article 6 or any other provision hereof, (2) arises under any provision of the ADA other than Title III thereof, or (3) requires Landlord to install new or additional mechanical, electrical, plumbing or fire/life safety systems, unless such improvement is required on a Building-wide basis by applicable Law and without reference to the specific nature of Tenant’s use of and business in the Premises (other than general office use). Notwithstanding the foregoing, Landlord may contest any alleged violation in good faith, including by applying for and obtaining a waiver or deferment of compliance, asserting any defense allowed by proper legal proceedingsRegulations, and appealing any such governmental orders and directions for order or judgment to the correctionextent permitted by Regulations; provided, prevention and abatement however, that, after exhausting any rights to contest or appeal, Landlord shall perform any work necessary to comply with any final order or judgment. The “Base Building” shall include the structural portions of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in base Building electrical, heating, ventilation and air conditioning systems, and the Parkpublic restrooms, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights elevators and exit stairwells. The judgment of any other tenantscourt of competent jurisdiction or the admission of Tenant in any judicial action, subtenants regardless of whether Landlord is a party thereto, that Tenant has violated (or occupants that, because of any alterations, additions or improvements or use of the Premises other than general office use, a change to the Base Building or the Park to use the Building, the Park or common areas has become required under) any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by applicable Regulations shall be conclusive of that fact as between Landlord and Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities” or individually, a “Tenant Entity”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively collectively, “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2. Landlord hereby notifies Tenant that Landlord knows or has reasonable cause to believe that a release of Hazardous Materials has come to be located at, on or beneath the property on which the Building lies. As of the date hereof, to ▇▇▇▇▇▇▇▇’s actual knowledge, except with respect to the presence of asbestos at the Building, as described in that certain environmental report, prepared by ATC Environmental Inc., as of February 1997 (the “Environmental Report”), Landlord has not received written notice from any governmental agencies that the Building is in violation of any Environmental Laws. For purposes of this Section, “▇▇▇▇▇▇▇▇’s actual knowledge” shall be deemed to mean and limited to the current actual knowledge of ▇▇▇ ▇▇▇▇▇, Property Manager, and ▇▇▇▇ ▇▇▇▇▇▇▇, Asset Manager, for the Building, at the time of execution of this Lease and not any implied, imputed, or constructive knowledge of said individual or of Landlord or any parties related to or comprising Landlord and without any independent investigation or inquiry having been made or any implied duty to investigate or make any inquiries; it being understood and agreed that such individual shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby. Tenant shall not be liable for any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Materials existing in the Premises prior to the date Landlord grants access to the Premises to Tenant, except to the extent that any of the foregoing results directly or indirectly from any act or omission by Tenant or any Tenant Entity causing the presence of such Hazardous Materials, or any Hazardous Materials is disturbed, distributed or exacerbated by Tenant or any Tenant Entity (which disturbance, distribution or exacerbation results in claims against or liability to Landlord or any other party), provided further that, for purposes of this Section 1.2, Tenant, not Landlord, shall have the burden to prove with reasonable and unequivocal documentation that such Hazardous Materials were in fact preexisting in the Premises prior to the date Landlord granted access to the Premises to Tenant. Notwithstanding the foregoing, any Hazardous Materials located at the Premises and identified on the Environmental Report described above shall be considered preexisting at the Premises prior to the date Landlord granted access to the Premises to Tenant.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) including the parking facilities serving the Buildingfacilities, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided Tenant’s Proportionate Share of the total parking spaces available for common use. Subject to any rights given to Tenant in Article 30, below, the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease Agreement
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to be used solely for general office, research and development, and light manufacturing purposes and other uses incidental thereto, so long as all of the same are permitted by applicable law (collectively, the “Permitted Uses”)office purposes. Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure injure, annoy, or disturb them, or allow the Premises to be used for any unlawful improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisance. Subject to Article 7, Tenant shall comply with all governmental federal, state and city laws, ordinances codes, ordinances, rules and regulations (collectively, “Regulations”) applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land causedland, caused or permitted by, or resulting from the specific use by by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s sole expense; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply with the provisions of the foregoing sentence. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as . Nothing herein shall require Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of perform any alterations, additions or improvements made which are necessary to comply with Regulations with respect to the common areas, unless such compliance arises directly out of the performance of work by or on behalf of Tenant in or to the Premises and/or the Building from time to time, all at or Tenant’s sole cost and expense unless the reason for such non-compliance is a result use of the Premises not being for purposes other than the Permitted Use. In addition, nothing herein shall require Tenant, with respect to the common areas or the Premises, to comply with Regulations which require structural alterations, capital improvements or the installation of new or additional mechanical, electrical, plumbing or fire/life safety systems on a Building-wide basis unless it arises out of the performance of work by or on behalf of Tenant in compliance with the ADA on Premises or Tenant’s use of the Commencement Date (in which casePremises for purposes other than the Permitted Use. Landlord will, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expenseexpense (except to the extent properly included in Expenses), perform all acts required to comply with such Regulations with respect to the foregoing as the same affect the Premises and the Building. As of the date hereof, Landlord has not received notice from any governmental agencies that the Building is in violation of Title III of the Americans with Disabilities Act.
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the “Tenant Entities”) to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively collectively, “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) ), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably customary and necessary in connection with Tenant’s Permitted Uses. for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2. Landlord hereby notifies Tenant that Landlord knows or has reasonable cause to believe that a release of Hazardous Materials has come to be located at, on or beneath the property on which the Building lies.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding such use; and (b) the non-exclusive use of (i) the common areas of the Building as they exist from time to time during the Term, including the Parking Facility (ii) the parking facilities serving the Buildingas defined in Article 30 below), subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith. Notwithstanding the foregoingHowever, in no event will Tenant or the Tenant Entities be entitled to monthly parking passes to park more vehicles in the Parking Facility than Tenant’s Proportionate Share of the total parking facilities than provided spaces available in the Reference PagesParking Facility. As of the date of this Lease, Tenant’s Proportionate Share of the total parking spaces available in the Parking Facility is thirty-two (32) parking spaces. In addition to the foregoing parking spaces, Tenant or Tenant Entities may, subject to availability, use additional parking spaces in the Parking Facility (on a daily, first-come, first-serve basis) at the daily parking rate applicable to users of such parking spaces; provided, however, that in no event shall the foregoing be deemed to obligate Landlord to provide additional daily parking. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, then Tenant shall have the right, at Tenant’s sole cost and expense, to install Tenant’s Exterior Building Signage on the Building in accordance with the provisions of this Section 1.5. Upon the expiration or earlier termination of the Term, Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject to the terms and conditions of this Section 1.5.
Appears in 1 contract
Sources: Lease (Cray Inc)
USE AND RESTRICTIONS ON USE. 1.1 The Premises are to shall be continuously used solely and occupied by Tenant, but only for general office, research the purposes listed on the Reference Page and development, and light manufacturing for such other lawful purposes and other uses as may be incidental thereto, so long as all of to the same are extent permitted by applicable law (collectively, the “Permitted Uses”). Tenant shall not do or permit anything to be done in or about the Premises which will in any way materially and adversely obstruct or interfere with the rights of other tenants or occupants of the Building or injure them, or allow the Premises to be used for any unlawful purpose. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall have the right to change its Permitted Uses upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not commit waste or nuisancezoning regulations. Subject to Article 7the provisions of Section 9 hereof, Tenant shall at its own cost and expense obtain any and all licenses and permits necessary for any such use. The parking of automobiles, trucks or other vehicles in the areas not specifically designated on Exhibit A and the outside storage of any property are prohibited without Landlord’s prior written consent. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the Tenant's use of the Premises and its occupancy thereof, and shall promptly comply with all governmental orders and directions directives for the correction, prevention and abatement of any violations in the Building or appurtenant land caused, or permitted by, or resulting from the specific use by Tenant, or nuisances in or upon, or in connection connected with, the Premises, all at Tenant’s sole expense. If, as a result of any change in the governmental laws, ordinances and regulations, the Premises must be altered to lawfully accommodate Tenant’s use and occupancy thereof, such alterations shall be made only with the consent of Landlord, but the entire cost thereof shall be borne by Tenant; provided, that, Tenant shall have the right to contest in good faith, and by proper legal proceedings, any such governmental orders and directions for the correction, prevention and abatement necessity of any such violations so long as (a) Tenant’s election to so contest has no adverse impact on Landlord’s ability to manage or operate the Building, the Park or consent shall in no way create any other buildings in the Park, as reasonably determined by Landlord, (b) Tenant’s election to so contest has no adverse impact on the rights of any other tenants, subtenants or occupants of the Building or the Park to use the Building, the Park or any other buildings in the Park as provided under their respective leases, subleases and/or occupancy agreements, as the case may be, (c) to the extent that liability against Landlord makes a good faith reasonable determination that it is necessary, Tenant first deposits with Landlord, as security for the resolution of any such contested order or direction, cash or a letter of credit in amount, form and substance reasonably acceptable to Landlord acting in good faith in order to cover the cost of having to comply with such contested order or direction in the event that such order or direction is enforced plus the estimated cost of any and all penalties and interest which may be payable if Tenant is ultimately required to comply with such contested order or direction, and (d) Tenant shall not remain out of compliance with such order or direction for such length of time as shall permit the Building, the Park or any other building in the Park to be subjected to any cease and desist order (or any equivalent order or direction) or any lien, penalty or attachment, or that would otherwise prevent Landlord or any other tenant, subtenant or occupant of the Building or the Park to use the Building, the Park or any other building in the Park for their permitted uses as a result of such non-compliance or contest by Tenant. Tenant agrees that it shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims, liability, damages (direct or consequential) or costs (including court costs and attorney’s fees) incurred by reason of any such non-compliance or contest by Tenant of such governmental order or direction, or by reason of any failure of Tenant to comply comply, or alter the Premises to comply, with the provisions of the foregoing sentencesuch laws, ordinances and regulations. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof; provided, however, that so long as Tenant complies with the foregoing provisions and uses the Premises for the Permitted Uses and otherwise in compliance with all applicable laws, ordinances, rules, orders and regulations, Tenant shall not be liable for any increase in the amount of Landlord’s insurance pursuant to this Section 1.1 to the extent such increase is a consequence of the Permitted Uses permitted under this Lease as of the Lease Reference Date. Subject to emergencies, Landlord’s after hours security measures and events beyond Landlord’s reasonable control, Tenant shall have access to the Premises on a 24-hours, 7-day a week basis. Following the Commencement Date, Tenant shall be responsible for ensuring that the Premises comply with the Americans With Disabilities Act of 1990, and any amendments thereto (collectively, and as the same may be hereafter amended from time to time, the “ADA”), should such compliance be necessary as a result of Tenant’s particular use of the Premises and/or the Building from time to time or as a result of any alterations, additions or improvements made by Tenant in or to the Premises and/or the Building from time to time, all at Tenant’s sole cost and expense unless the reason for such non-compliance is a result of the Premises not being in compliance with the ADA on the Commencement Date (in which case, Landlord shall be responsible for ensuring that such compliance is accomplished at Landlord’s expense).
1.2 Tenant shall not, and shall not direct, suffer or permit any of its agentsobjectionable or unpleasant odors, contractorssmoke, employeesdust, licensees gas, noise or invitees (collectively, the “Tenant Entities”) vibrations to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”) nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent reasonably necessary in connection with Tenant’s Permitted Uses. Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate emanate from the Premises, Building and appurtenant land nor take any other action which would constitute a nuisance or environment. Tenant shall protect defend, indemnify and hold each and all would disturb or endanger any other tenants of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual failure of Tenant to keep, observe, or perform any provision of this Section 1.2.
1.3 During the Term, Tenant and the Tenant Entities will be entitled to (a) the exclusive use of the two (2) tailboard loading docks at the Building, subject to Landlord’s reasonable rules and regulations regarding or unreasonably interfere, with such use; and (b) the non-exclusive tenants’ use of (i) the common areas of the Building as they exist from time to time during the Term, (ii) the parking facilities serving the Building, subject to Article 30 and Landlord’s reasonable rules and regulations regarding such use, (iii) the full-service cafeteria (the “Cafeteria”) located between the buildings known as and numbered 20 ▇▇▇▇▇▇ ▇▇▇▇▇ and 22 ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Amenity Complex”) subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewith, (iv) the conference center for the ▇▇▇▇▇▇ Corporate Center (the “Park”) located within the Amenity Complex (the “Conference Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time and subject to any reasonable clean up and set up charge that may be charged to Tenant in connection with Tenant’s use of the Conference Center from time to time, and (v) the fitness center for the Park located within the Amenity Complex (the “Fitness Center”), subject to Landlord’s and any operator’s reasonable rules and regulations regarding such use from time to time in connection therewiththeir respective premises. Notwithstanding the foregoing, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than provided in the Reference Pages. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces.
1.4 Subject to the next paragraph, Tenant will not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises or any portion of the Premises visible from outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering to the entry doors to the Premises, provided that such signs or lettering comply with law and conform to any sign standards of Landlord uniformly applied to other tenants at the Park with regard to similar types of signs, and provided that Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Notwithstanding the foregoing to the contrary, Landlord shall provide Building standard signage for Tenant at the signage monument for the Park, the building directory and entrance to the Premises, and generic building directional signage at Landlord’s sole cost and expense, all of which signage shall be non-exclusive.
1.5 So long as (a) Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the Tenant identification sign that Tenant desires to install on the exterior of Building (the “Tenant’s Exterior Building Signage”), (b) Tenant itself or a Permitted Transferee (as hereinafter defined) (as opposed to any subtenants), at the time it seeks Landlord’s approval of Tenant’s Exterior Building Signage, is then occupying, and thereafter at all times occupies, at least sixty percent (60%) of the rentable square footage of the original Premises, (c) Tenant obtains all necessary permits, approvals and licenses with respect to Tenant’s Exterior Building Signage from all applicable governmental authorities, and (d) Tenant obtains Without Landlord’s prior written consent, which Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly flammable. Tenant will not permit the Premises to be unreasonably withheld used for any purpose (including, without limitation, the storage of merchandise) in any manner which would render the insurance thereon void or delayedincrease the insurance rate thereof, then and Tenant shall have the rightimmediately cease and desist from such use, at Tenant’s sole paying all cost and expenseexpense resulting from such improper use. Tenant shall not use or permit any use of the Premises in a manner which creates any safety or environmental hazard, or which would be dangerous to install Tenant’s Exterior Building Signage on the Building Premises. Also, other than subject to applicable law, Tenant shall not use the Premises for the generation, use, manufacture, refining, recycling, transportation, treatment, storage, discharge or disposal of any hazardous, toxic or polluting substance or waste or for any purpose which poses a substantial risk of damage to the environment and not engage in accordance with any activity which would subject Landlord, Tenant or the Premises to any liability, obligation or affirmative act under the provisions of any federal, state or local environmental law, regulation, order or ordinance, whether now existing or hereafter enacted, and Tenant shall indemnify, defend and hold Landlord harmless from all liabilities, obligations, costs and expenses (including, without limitation, any cleanup costs under any federal or state superfund-type statute) arising by reason of a breach of this Section 1.5covenant and the parties hereto specifically agree that this covenant shall survive the term of this Lease. Upon Tenant shall provide to the expiration or earlier termination landlord, at least thirty (30) days prior to Tenant's occupancy of the TermPremises, a list of all chemicals that it anticipates will be stored in the Premises or used in any manufacturing process to be conducted on the Premises and information on how such chemicals ill be handled, moved, stored, consumed and disposed in a manner that will comply with all applicable environmental laws. Tenant shall remove Tenant’s Exterior Building Signage, at Tenant’s sole cost and expense, and repair and restore the exterior portion of the Building where Tenant’s Exterior Building Signage was located promptly send to a condition consistent with the remaining exterior portion of the Building where Tenant’s Exterior Building Signage was located. Any Permitted Transferee of Tenant shall have the right to exterior building signage subject Landlord an update for such list as needed to the terms and conditions of this Section 1.5extent other additional chemicals are used in the process or stored in the Premises in the future.
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Sources: Lease (AquaMed Technologies, Inc.)