Common use of Acceptance of Subleased Premises Clause in Contracts

Acceptance of Subleased Premises. Subtenant represents to Sublandlord that Subtenant has been given the opportunity to inspect the Subleased Premises prior to the Effective Date and has found the same to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided that Sublandlord shall deliver the Subleased Premises to Subtenant in substantially the same condition as of the Effective Date, reasonable wear and tear excepted, and the Subleased Premises shall be delivered to Subtenant in broom clean condition with all of Sublandlord's furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date ("Sublandlord's Work"). Except for removal of Sublandlord's furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises in their "As Is", "Where Is" condition as of the Commencement Date, subject to any laws, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over the Subleased Premises), hereinafter referred to as "Legal Requirements". Sublandlord represents that it has no knowledge of any current violation(s) of the Legal Requirements or any faults, including but not limited to both latent and patent defects, and warrants that if prior to the Effective Date, Sublandlord does acquire any knowledge of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation to furnish, render or supply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease and as set forth in the following sentence. Sublandlord warrants and represents to Subtenant that as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord's knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, including, but not limited to, any warranties of title, merchantability or fitness for a particular purpose.

Acceptance of Subleased Premises. Except as otherwise expressly provided herein to the contrary, Subtenant represents agrees to Sublandlord that Subtenant has been given the opportunity to inspect accept the Subleased Premises prior to the Effective Date in an "as is" condition. Sublandlord covenants and has found the same to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided agrees that Sublandlord shall deliver the Subleased Premises to Subtenant shall be in substantially the same condition on the Commencement Date as of it is on the Effective Execution Date, reasonable subject to normal wear and tear exceptedand further subject to construction of the Tenant Improvements as set forth below. Subtenant shall, prior to delivery of possession of the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their condition, and acknowledges that the taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was so taken. Subtenant specifically agrees that Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises shall be delivered to Subtenant in broom clean condition with all and/or the fitness of Sublandlord's furniture, fixtures the Building and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date ("Sublandlord's Work"). Except for removal of Sublandlord's furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises in their "As Is", "Where Is" condition as of for Subtenant's intended use and the Commencement Date, subject Subtenant expressly waives any duty which Sublandlord might have to make any laws, ordinances, orders, rules, and/or such disclosures. Subtenant shall comply with all laws and regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over the Subleased Premises), hereinafter referred to as "Legal Requirements". Sublandlord represents that it has no knowledge of any current violation(s) of the Legal Requirements or any faults, including but not limited to both latent and patent defects, and warrants that if prior relating to the Effective Date, Sublandlord does acquire any knowledge use or occupancy of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation to furnish, render or supply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease and as set forth in the following sentence. Sublandlord warrants and represents to Subtenant that as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord's knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, including, but not limited towithout limitation, any warranties making structural alterations or providing auxiliary aide and services to the Subleased Premises as required by the Americans with Disabilities Act of title1990, merchantability or fitness for a particular purpose42 U.S.C. ss. 12101 ET SEQ. (the "ADA").

Acceptance of Subleased Premises. Subtenant represents to Sublandlord that Subtenant has been given the opportunity to inspect the Subleased Premises prior to the Effective Date and has found the same to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided that Sublandlord shall deliver the Subleased Premises to Subtenant in substantially the same condition as of the Effective Date, reasonable wear and tear excepted, and the Subleased Premises shall be delivered to Subtenant in broom clean condition with all of Sublandlord's ’s furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date ("“Sublandlord's ’s Work"”). Except for removal of Sublandlord's ’s furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises in their "“As Is"”, "“Where Is" ” condition as of the Commencement Date, subject to any laws, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over the Subleased Premises), hereinafter referred to as "“Legal Requirements"”. Sublandlord represents that it has no knowledge of any current violation(s) of the Legal Requirements or any faults, including but not limited to both latent and patent defects, and warrants that if prior to the Effective Date, Sublandlord does acquire any knowledge of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation to furnish, render or supply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease and as set forth in the following sentence. Sublandlord warrants and represents to Subtenant that as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's ’s Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord's ’s knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, including, but not limited to, any warranties of title, merchantability or fitness for a particular purpose.

Acceptance of Subleased Premises. Subtenant Sublandlord has previously occupied the Subleased Premises. Sublandlord represents and warrants, to Sublandlord its actual knowledge, that Subtenant has been given the opportunity to inspect Building Systems serving the Subleased Premises prior are in good working order as of the Delivery Date and that, to its actual knowledge, there are no repair obligations by Prime Landlord or Sublandlord under the Prime Lease that have not been completed as of the Delivery Date. Sublandlord further represents and warrants that to its actual knowledge there are no currently existing latent defects in the Subleased Premises. Prior to the Effective Date Delivery Date, Sublandlord shall remove all of its personal property, equipment and has found fixtures from the same to be satisfactory for all purposes hereunder (subject, however, Subleased Premises and Sublandlord shall repair any material damage to the terms hereof); provided that Subleased Premises caused by its removal of such personal property. Sublandlord shall deliver cause the Subleased Premises to be in a broom-clean condition on the Delivery Date. By entering into the Subleased Premises or any part thereof for the purpose of constructing the Subtenant Improvements therein, and except for such matters as Subtenant shall specify to Sublandlord in substantially writing within ten (10) days thereafter, Subtenant shall be conclusively deemed to have agreed that Sublandlord has performed all of its obligations hereunder with respect to the same condition Subleased Premises as of the Effective Date, reasonable wear Delivery Date and tear excepted, and that the Subleased Premises shall be delivered to Subtenant are in broom clean a condition that complies with all the requirements of Sublandlord's furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date ("Sublandlord's Work"). Except for removal of Sublandlord's furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises in their "As Is", "Where Is" condition this Sublease as of the Commencement Delivery Date, subject without any alterations or modifications thereto, except only for latent defects in the existing tenant improvements of which Sublandlord is notified during the Sublease Term. With respect to any laws, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over the Subleased Premises), hereinafter referred to as "Legal Requirements". Sublandlord represents that it has no knowledge of any current violation(s) of the Legal Requirements or any faults, including but not limited to both latent and patent defects, and warrants that if prior to the Effective Date, Sublandlord does acquire any knowledge of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation responsibility to furnish, render or supply any work, laborcorrect, or services liability with respect to, any latent defects in any portion of the Subleased Premises, but in accordance with the Prime Landlord’s Consent, Prime Landlord shall be responsible for the repair of latent defects in the core and shell of the Building. Subtenant accepts this Sublease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Sublandlord represents, to its actual knowledge, do not prohibit the general office use of the Subleased Premises. Except as otherwise described herein. In making and executing expressly provided in this Sublease, the Prime Lease or the Prime Landlord’s Consent, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make acknowledges that neither Prime Landlord nor Sublandlord nor any agent of Prime Landlord or Sublandlord has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease and as set forth in the following sentence. Sublandlord warrants and represents with respect to Subtenant that as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord's knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, includingthe Building or any other portion of the Park Place Project, but not limited toincluding without limitation, any warranties of title, merchantability representation or warranty with respect to the suitability or fitness of the Subleased Premises, the Building or any other portion of the Park Place Project for a particular purposethe conduct of Subtenant’s business.

Acceptance of Subleased Premises. Subtenant represents to Sublandlord that Subtenant has been given the opportunity to inspect the Subleased Premises prior to the Effective Date and has found the same to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided that Sublandlord shall deliver the Subleased Premises to Subtenant in substantially professionally cleaned, including all carpeting, with any and all damage caused by Sublandlord’s occupancy of or move from the Subleased Premises repaired. Subject to this Section 4, Subtenant has inspected the Subleased Premises and accepts the same in its current condition as “AS-IS” and waives the right to make any claim against Sublandlord for any matter directly or indirectly arising out of the Effective Datecondition of the Subleased Premises, reasonable wear and tear exceptedappurtenances thereto, and the Subleased Premises shall be delivered to improvement thereof. Subtenant in broom clean condition with all acknowledges that the taking of Sublandlord's furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date ("Sublandlord's Work"). Except for removal possession of Sublandlord's furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises by Subtenant shall be conclusive evidence that the Subleased Premises are in their "As Is"good and satisfactory condition at the time such possession was so taken. Subtenant has determined to its satisfaction that the Subleased Premises can be used for the purposes for which the same is leased. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, "Where Is" condition SUBLANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY OF THE SUBLEASED PREMISES. Sublandlord represents and warrants to Subtenant that as of the Commencement Date, subject to any laws, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over a) the Subleased Premises), hereinafter referred to as "Legal Requirements". Sublandlord represents that it has no knowledge of any current violation(s) of the Legal Requirements or any faultsPremises are in good condition with all building systems, including but not limited to both latent HVAC, electrical and patent defectsplumbing in good working order and repair, and warrants that if prior to (b) the Effective Date, Sublandlord does acquire any knowledge Subleased Premises are not currently in violation of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation laws, codes, ordinances and other governmental requirements then applicable to furnish, render or supply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth building in this Sublease and as set forth in which the following sentence. Sublandlord warrants and represents to Subtenant that as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's Default under the Master Lease, (iii) Sublandlord is not in Default under the Master LeaseSubleased Premises are located, and (ivc) to Sublandlord's knowledge, there are no material defects in the Landlord is not in Default under the Master Lease. In the event Landlord Subleased Premises or building which would unreasonably interfere with Sublessee’s use and Sublandlord amend the Master Lease after the Effective Date but prior to the Commencement Date, Sublandlord shall immediately provide Subtenant with notice enjoyment of such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, including, but not limited to, any warranties of title, merchantability or fitness for a particular purpose.

Acceptance of Subleased Premises. Subtenant represents agrees to Sublandlord that Subtenant has been given the opportunity to inspect accept the Subleased Premises prior in its current “as is” condition, except only that [Sublandlord] agrees, subject to the Effective Date and has found the same receipt of any required consent of Prime Landlord, to construct or cause to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided that Sublandlord shall deliver the Subleased Premises to Subtenant in substantially the same condition as of the Effective Date, reasonable wear and tear excepted, and the Subleased Premises shall be delivered to Subtenant in broom clean condition with all of Sublandlord's furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets constructed prior to the Commencement Date ("Sublandlord's Work"). Except for removal of Sublandlord's furniture, fixtures a demising wall and equipment not leased hereindoor at the location shown in Exhibit C, the requirement cost of broom clean conditionconstruction of such demising wall to be paid by Prime Landlord. Without limiting the foregoing, and the cleaning of all carpets, Subtenant accepts Subtenant’s rights in the Subleased Premises in their "As Is", "Where Is" condition as of the Commencement Date, are subject to any lawsall Legal Requirements, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, governing and other agencies regulating the use and bodies having jurisdiction over occupancy of the Subleased Premises), hereinafter referred to as "Legal Requirements". Sublandlord represents that it has no knowledge of any current violation(s) the terms and conditions of the Legal Requirements or any faults, including but not limited to both latent and patent defectsPrime Lease, and warrants all matters now or hereafter of record. Subtenant acknowledges that if prior to the Effective Date, neither Sublandlord does acquire nor any knowledge agent or representative of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation to furnish, render or supply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or agent has made and has not relied on any representation or warranty as to: (i) the present or future suitability of the Subleased Premises for the conduct of Subtenant’s business; (ii) the physical condition of the Subleased Premises; (iii) the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased Premises, whether for the use by Subtenant or any other person; (v) the compliance of the Subleased Premises with applicable Laws; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant has inspected the Subleased Premises and become thoroughly acquainted with and accept their condition. Subtenant specifically agrees that, except as expressly required by Laws in force as of the date hereof, Sublandlord has and shall have no duty to make any disclosures concerning the condition of the Building and the Subleased Premises or the Building, except as expressly set forth in this Sublease and as set forth in the following sentence. Sublandlord warrants and represents to Subtenant that as fitness of the Effective Date (i) Building and the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord's knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of such amendment, Subleased Premises for Subtenant’s intended use and Subtenant shall expressly waives any duty which Sublandlord might have the right to terminate this Sublease at make any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, including, but not limited to, any warranties of title, merchantability or fitness for a particular purposesuch disclosures.