Common use of Acceptance by Tenant Clause in Contracts

Acceptance by Tenant. Tenant shall have the right, exercisable only by delivery of a written notice (a “Tenant's Acceptance Notice”) to Landlord within ten (10) business days after Landlord’s delivery of a First Offer Notice, to elect to lease the Offered First Right Space (or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything to the contrary herein, Tenant shall not have any right to deliver a Tenant’s Acceptance Notice with respect to the Offered First Right Space for which the Offered Space Scheduled Commencement Date will occur less than twenty-four (24) months before the date on which the Term is then scheduled to expire unless, at such time, Tenant has an unexercised Renewal Term pursuant to Article 33 of the Lease, and Tenant elects in writing to exercise such extension option with respect to the entire then existing Premises, in which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and the Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Current Market Rate (and ROFO Rent) with respect to the applicable Leased First Right Space. If Tenant does not deliver Tenant’s Acceptance Notice to Landlord within ten (10) business days after Landlord’s delivery of any First Offer Notice, time being of the essence, then Tenant shall have no right under this Schedule to lease any portion of the First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer Notice, and subject to Tenant's right to deliver another Request for First Offer Notice following expiration of the twelve (12) month period, Landlord shall be free to lease (or otherwise grant Superior Rights with respect to) all or any portion of the First Right Space to anyone to whom Landlord desires on any terms Landlord desires.

Acceptance by Tenant. Following receipt of a proper Refusal -------------------- Notice (and all materials required to be given in connection therewith in connection with Section 30.19.2 (collectively, "Refusal Notice Materials"), --------------- Tenant shall have be granted fifteen (15) business days to consider the rightLease Offer contained therein. In the event that Tenant shall, exercisable only by delivery of pursuant to a written notice (a “Tenant's Acceptance Notice”) of acceptance delivered to Landlord within ten during such fifteen (1015) business days after Landlord’s delivery of a First day period, accept the Lease Offer, the Remainder Space that is offered to be leased in the Lease Offer Notice, to elect to lease the Offered First Right Space (or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything shall be added to the contrary hereinPremises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, Tenant shall not have any right as then amended; provided, however, in the event that the space proposed to deliver a Tenant’s Acceptance Notice with respect be leased to the Offered First Right proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space for which and the Offered Space Scheduled Commencement Date will occur less than twenty-four (24) months before the date on which the Term is then scheduled to expire unless, at such time, Tenant has an unexercised Renewal Term pursuant to Article 33 primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the Lease, and Tenant elects in writing to exercise such extension option with respect terms of the proposed transaction to the entire then existing Premises, in which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and the Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Current Market Rate (and ROFO Rent) with respect to the applicable Leased First Right Remainder Space. If In the event that the Lease Offer is not so accepted by Tenant does not deliver Tenant’s Acceptance Notice to Landlord within ten such fifteen (1015) business days after Landlord’s delivery of any First Offer Notice, time being of the essence, then Tenant shall have no right under this Schedule to lease any portion of the First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer Notice, and subject to Tenant's right to deliver another Request for First Offer Notice following expiration of the twelve (12) month day period, Landlord shall be free authorized to complete the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise grant Superior Rights with respect todoes not duly execute and consummate the proposed lease within such one hundred twenty (120) all or any portion day period, the provisions of the First Right Space this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to anyone deliver a new Refusal Notice to whom Landlord desires on any terms Landlord desiresTenant hereunder.

Acceptance by Tenant. Tenant shall Neither Landlord nor Landlord's representatives have the right, exercisable only by delivery of a written notice (a “Tenant's Acceptance Notice”) to Landlord within ten (10) business days after Landlord’s delivery of a First Offer Notice, to elect to lease the Offered First Right Space (made any representations or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything to the contrary herein, Tenant shall not have any right to deliver a Tenant’s Acceptance Notice promises with respect to the Offered First Right Space for which Project, Building or the Offered Space Scheduled Commencement Date will occur less than twenty-four Premises except as herein expressly set forth. Tenant acknowledges and agrees: (24a) months before the date on which the Term is then scheduled to expire unless, at such time, that Tenant has an unexercised Renewal Term pursuant been afforded ample opportunity to Article 33 inspect the Premises and the Building, and has investigated their condition to the extent Tenant desires to do so, including their environmental condition, and (b) that Landlord has no obligation to remodel or to make any repairs, alterations or improvements to the Premises or the Building or remediate any condition therein, except as expressly provided in the Lease. The taking of possession of the LeasePremises by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts the same in its then existing condition and that the Premises, the Building and the Project were in good and satisfactory condition at the time such possession was so taken subject to: (i) completion of a written punchlist mutually agreed upon by Landlord and Tenant, and Tenant elects (ii) latent defects in any portion of Landlord's Work or the Premises reported to Landlord in writing within one hundred eighty (180) days after the Commencement Date. As Tenant's sole right and remedy, and as Landlord's sole obligation, with respect to exercise such extension option punchlist items and latent defects, Landlord shall, with reasonable diligence, cause such items to be completed or corrected at its own expense; Landlord shall have no responsibility, liability, duty to indemnify, defend or hold Tenant harmless from any damages, losses, claims, liabilities, awards or actions related, directly or indirectly, to such items. For purposes of this Section 2.3 latent defects shall not include any defects which were readily apparent at the time the punchlist was delivered to Landlord. Notwithstanding the foregoing, Landlord's obligation with respect to latent defects shall not apply to equipment, materials or items specified by Tenant, but Landlord shall assign to Tenant Landlord's interest in any warranty from a subcontractor regarding such equipment or material after Tenant's written request for same. Landlord shall cooperate with Tenant to enforce all warranties with respect to the entire then existing Premises, in Premises which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and the Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Current Market Rate (and ROFO Rent) with respect to the applicable Leased First Right Space. If Tenant does not deliver Tenant’s Acceptance Notice to Landlord within ten (10) business days after Landlord’s delivery of any First Offer Notice, time being of the essence, then Tenant shall have no right under this Schedule to lease any portion of the First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer Notice, and subject to would reduce Tenant's right to deliver another Request for First Offer Notice following expiration of the twelve (12) month period, Landlord shall be free to lease (or otherwise grant Superior Rights with respect to) all or any portion of the First Right Space to anyone to whom Landlord desires on any terms Landlord desiresmaintenance obligations hereunder.

Acceptance by Tenant. Tenant agrees to accept possession of the Premises in the condition which shall exist on the Commencement Date "as is" vacant and broom clean, except, for those items of furniture, fixtures and equipment identified on Exhibit 3 attached hereto and made a part hereof, which items Tenant has purchased from the previous tenant of the Premises pursuant to a separate agreement between Tenant and such previous tenant, and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare the right, exercisable only by delivery of a written notice (a “Premises for Tenant's Acceptance Notice”) occupancy except that Landlord shall cause the air cooling system serving the Premises to be in good working order on the Commencement Date and Landlord shall make available, upon Tenant's request, up to an additional 800 amperes of electricity to the point of connection to the Premises; it being agreed that all actual out-of-pocket costs and expenses incurred by Landlord in connection with making available such additional 800 amperes of electricity to the point of connection to the Premises shall be reimbursed by Tenant to Landlord within ten thirty (1030) business days of Landlord's rendition of bills therefor. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the Premises, the Building and the air-cooling system serving the Premises were in good and satisfactory condition. If (i) any asbestos containing materials other than Excluded Materials (as herein after defined) in the Premises are required to be encapsulated, removed or otherwise managed as of the Commencement Date to comply with applicable laws, or (ii) if as a result of Tenant's Initial Alteration any asbestos-containing materials other than the Excluded Materials are discovered and are required to be encapsulated, removed or otherwise managed to comply with applicable laws, Landlord shall encapsulate, remove or otherwise manage, at its election, same in accordance with applicable laws within a commercially reasonable time, at Landlord’s delivery of a First Offer Notice, to elect to lease the Offered First Right Space (or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything to the contrary 's expense. As used herein, the term "Excluded Materials" shall mean collectively (i) vinyl asbestos tile (VAT) and similar floor coverings, (ii) asbestos-containing materials within columns or similar enclosures (but not walls or ceilings) and (iii) any asbestos-containing materials either installed in the Premises, or disturbed, by or on behalf of Tenant. At Tenant's request, Landlord shall provide to Tenant shall not have any right to deliver a Tenant’s Acceptance Notice an ACP-5 Form with respect to the Offered First Right Space for which the Offered Space Scheduled Commencement Date will occur less than twenty-four (24) months before the date on which the Term is then scheduled to expire unless, at such time, Tenant has an unexercised Renewal Term pursuant to Article 33 of the Lease, and Tenant elects in writing to exercise such extension option with respect to the entire then existing Premises, in which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and the Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Current Market Rate (and ROFO Rent) with respect to the applicable Leased First Right Space. If Tenant does not deliver Tenant’s Acceptance Notice to Landlord within ten (10) business days after Landlord’s delivery of any First Offer Notice, time being of the essence, then Tenant shall have no right under this Schedule to lease any portion of the First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer Notice, and subject to Tenant's right to deliver another Request for First Offer Notice Initial Alterations promptly following expiration Landlord's approval of the twelve Tenant's Final Plans (12) month period, Landlord shall be free to lease (or otherwise grant Superior Rights with respect to) all or any portion of the First Right Space to anyone to whom Landlord desires on any terms Landlord desiresas defined in Schedule B hereto).

Acceptance by Tenant. Following receipt of a proper Refusal Notice (and all materials required to be given in connection therewith in connection with Section 30.19.2 (collectively, “Refusal Notice Materials”), Tenant shall have be granted fifteen (15) business days to consider the rightLease Offer contained therein. In the event that Tenant shall, exercisable only by delivery of pursuant to a written notice (a “Tenant's Acceptance Notice”) of acceptance delivered to Landlord within ten during such fifteen (1015) business days after Landlord’s delivery of a First day period, accept the Lease Offer, the Remainder Space that is offered to be leased in the Lease Offer Notice, to elect to lease the Offered First Right Space (or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything shall be added to the contrary hereinPremises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, Tenant shall not have any right as then amended; provided, however, in the event that the space proposed to deliver a Tenant’s Acceptance Notice with respect be leased to the Offered First Right proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space for which and the Offered Space Scheduled Commencement Date will occur less than twenty-four (24) months before the date on which the Term is then scheduled to expire unless, at such time, Tenant has an unexercised Renewal Term pursuant to Article 33 primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the Lease, and Tenant elects in writing to exercise such extension option with respect terms of the proposed transaction to the entire then existing Premises, in which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and the Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Current Market Rate (and ROFO Rent) with respect to the applicable Leased First Right Remainder Space. If In the event that the Lease Offer is not so accepted by Tenant does not deliver Tenant’s Acceptance Notice to Landlord within ten such fifteen (1015) business days after Landlord’s delivery of any First Offer Notice, time being of the essence, then Tenant shall have no right under this Schedule to lease any portion of the First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer Notice, and subject to Tenant's right to deliver another Request for First Offer Notice following expiration of the twelve (12) month day period, Landlord shall be free authorized to complete the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise grant Superior Rights with respect todoes not duly execute and consummate the proposed lease within such one hundred twenty (120) all or any portion day period, the provisions of the First Right Space this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to anyone deliver a new Refusal Notice to whom Landlord desires on any terms Landlord desiresTenant hereunder.

Acceptance by Tenant. Tenant shall Neither Landlord nor Landlord's representatives have the right, exercisable only by delivery of a written notice (a “Tenant's Acceptance Notice”) to Landlord within ten (10) business days after Landlord’s delivery of a First Offer Notice, to elect to lease the Offered First Right Space (made any representations or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything to the contrary herein, Tenant shall not have any right to deliver a Tenant’s Acceptance Notice promises with respect to the Offered First Right Space for which Business Center, Building or the Offered Space Scheduled Commencement Date will occur less than twenty-four Demised Premises except as herein expressly set forth. Tenant acknowledges and agrees: (24a) months before the date on which the Term is then scheduled to expire unless, at such time, that Tenant has an unexercised Renewal Term pursuant been afforded ample opportunity to Article 33 inspect the Demised Premises and the Building, and has investigated their condition to the extent Tenant desires to do so, including their environmental condition, and (b) that Landlord has no obligation to remodel or to make any repairs, alterations or improvements to the Demised Premises or the Building or to remediate any condition therein, except as expressly provided in the Lease. The taking of possession of the LeaseDemised Premises by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts the same in its then "AS IS" condition and that the Demised Premises, the Building and the Business Center were in good and satisfactory condition at the time such possession was so taken subject to: (i) completion of items listed on a written punchlist mutually agreed upon by Landlord and Tenant, and Tenant elects (ii) latent defects in any portion of Landlord's Work reported to Landlord in writing to exercise such extension option within sixty (60) days after the Commencement Date. As Tenant's sole right and remedy, and as Landlord's sole obligation, with respect to such punchlist items and latent defects, Landlord shall, with reasonable diligence, cause such items to be completed or corrected at its own expense; Landlord shall have no responsibility, liability, duty to indemnify, defend or hold Tenant harmless from any damages, losses, claims, liabilities, awards or actions related, directly or indirectly, to such items. For purposes of this Paragraph 2.3 latent defects shall not include any defects which were readily apparent at the entire then existing Premisestime the punchlist was delivered to Landlord. Notwithstanding the foregoing, in which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and the Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Current Market Rate (and ROFO Rent) Landlord's obligation with respect to latent defects shall not apply to equipment, materials or items specified by Tenant, but Landlord shall assign to Tenant Landlord's interest in any warranty from a subcontractor regarding such equipment or material after Tenant's written request for same. Landlord makes no representation or warranty regarding the applicable Leased First Right Space. If Tenant does not deliver Tenant’s Acceptance Notice to Landlord within ten (10) business days after Landlord’s delivery of any First Offer Notice, time being of the essence, then Tenant shall have no right under this Schedule to lease any portion of the First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer NoticeBuilding security, and subject to Tenant's Landlord reserves the right to deliver another Request for First Offer Notice following expiration of change the twelve (12) month period, Landlord shall be free security system at any time and from time to lease (or otherwise grant Superior Rights with respect to) all or any portion of the First Right Space to anyone to whom Landlord desires on any terms Landlord desirestime at Landlord's sole discretion.