Common use of Acceptance of the Premises Clause in Contracts

Acceptance of the Premises. Tenant or its representatives may, at reasonable times, enter upon the Premises during the progress of the work to inspect the progress thereof and to determine if the work is being performed in accordance with the requirements of Section 3.1. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord’s Work shall be deemed approved by Tenant when Tenant occupies the Premises for the conduct of its business, except for items of Landlord’s Work which are uncompleted or do not conform to Exhibit C and the Final Plans and as to which Tenant shall, in either case, have given written notice to Landlord within thirty (30) days following the Commencement Date as set forth in a punch-list as set forth below. A certificate of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspection.

Acceptance of the Premises. Subject to Sections 1.5 and 1.1.2, Landlord shall deliver, and Tenant or its representatives mayshall accept from Landlord, at reasonable times, enter upon possession of the Premises during on the progress of the work to inspect the progress thereof "Delivery Date" (as specified in Section 1.12 above), and to determine if the work is being performed in accordance with the requirements of Section 3.1. Tenant shall promptly give to Landlord notices commence construction of any alleged failure by Landlord to comply with those requirements. Landlord’s Tenant's Work shall be deemed approved by Tenant when Tenant occupies the Premises for the conduct of its business, except for items of Landlord’s Work which are uncompleted or do not conform to as specified in Exhibit C and the Final Plans Addendum as soon as commercially reasonably possible after delivery of possession of the Premises and diligently prosecute such construction so as to complete and open the Premises for business. Landlord shall have the right, but not the obligation, at Tenant's sole cost, to construct any improvements included in Tenant's Work which Tenant shallshall have failed to construct as and when required by this Lease if, in either case, have given ten (10) days after receiving written notice from Landlord that Landlord intends to Landlord itself construct such improvements, Tenant has not itself commenced construction of said improvements and/or thereafter completed such construction within thirty (30) days following the Commencement Date as set forth in a punch-list as set forth belowdays. A certificate of completion by Landlord’s architect or engineer and a Certificate of Occupancy Tenant shall be evidence that deemed to conclusively deemed to have accepted the Premises, including Landlord’s Work has been completed 's Work, in AS IS condition, except for any items stated in specified on a punch list delivered to Landlord within twenty (20) days after Tenant occupies the Premises. Notwithstanding the foregoing, Tenant shall not be deemed to have waived its right to require Landlord to correct any latent defects as long as Tenant gives notice thereof to Landlord on the earlier of fifteen (15) days after discovery of such certificate to be incomplete defect or not in conformity with Exhibit C and the Final Plans. Within five fifteen (515) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and date Tenant shall meet for the purpose of determining the work remaining in order for Landlord should have been alerted to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspectionthereof had Tenant acted reasonably.

Acceptance of the Premises. Tenant or its representatives may, at reasonable times, enter upon By entry and taking possession of the Premises during pursuant to this Lease, Tenant accepts the progress Premises as being in good and sanitary order, condition and repair and accepts the Premises in their condition existing as of the work to inspect the progress thereof and to determine if the work is being performed date of such entry, except as otherwise expressly set forth in accordance with the requirements of Section 3.1this Lease. Tenant shall promptly give acknowledges that neither the Landlord nor Landlord's agents has agreed to Landlord notices make any improvements to the Premises, nor made any representation or warranty as to the condition of any alleged failure by Landlord to comply with those requirements. Landlord’s Work shall be deemed approved by Tenant when Tenant occupies the Premises for or the suitability of the Premises to the conduct of its Tenant's business. Any agreements, except warranties or representations not expressly contained herein shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for items damages by reason of Landlord’s Work which are uncompleted any statement, representation, warranty, promise or do agreement not conform to Exhibit C contained in this Lease. This Lease constitutes the entire understanding between the parties hereto and the Final Plans and as to which Tenant shallno addition to, in either caseor modification of, have given written notice to Landlord within thirty (30) days following the Commencement Date as any term or provision of this Lease shall be effective until set forth in a punch-list as set forth belowwriting signed by both Landlord and Tenant. A certificate of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate Notwithstanding the foregoing to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancycontrary, Landlord and agrees to deliver the Premises to Tenant shall meet for with all of the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and Building's systems in good faith, and to select a subsequent date for a joint walk-through of the Premises operating condition. If Tenant notifies Landlord in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed writing within thirty (30) days after the preparation of Commencement Date that any systems in the list by the partiesPremises are not in good operating condition, unless the parties agree upon any longer time periodsLandlord shall promptly repair such systems at Landlord's sole cost. If Tenant notifies does not provide Landlord written notice of any systems not in writing of the existence of a latent defect in Landlord’s Work good operating condition within one year following thirty (30) days after the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect all systems shall be deemed in the construction good operating condition as of delivery of the Premises which defect would not ordinarily to Tenant and the parties' obligations regarding maintenance and repair of such systems shall be observed during a walk-through inspectioncontrolled by Section 10 of this Lease.

Acceptance of the Premises. (a) Tenant currently occupies the Original Premises and has, from the Commencement Date of the Lease, accepted and hereby certifies, agrees and confirms it accepted the Premises in all respects following Tenant’s completion of the Additional Premises Tenant Improvements, as such term is defined in the First Amendment, and Landlord’s Work, as such term is defined in the Second Amendment (the “Current Premises Condition”), and it continues to accept the Premises in such Current Premises Condition, and Landlord shall have no obligations whatsoever to improve or pay for any improvements to the Original Premises for Tenant’s use and occupancy thereof during the remainder of the Term or the Extended Term, other than with respect to the Original Premises Tenant Allowance (subject to the terms and conditions set forth in Section 8 below) and Landlord’s ongoing maintenance, repair, replacement, and similar obligations as described in the Lease. (b) On the Expansion Premises Commencement Date, Tenant will accept the Expansion Premises in its representatives may“as is” “where is” condition, except as described in Section 7(c) below, and Landlord shall have no obligations whatsoever to improve or pay for any improvements to the Expansion Premises for Tenant’s use and occupancy thereof during the Expansion Premises Term other than the Expansion Premises Tenant Allowance, subject to the terms and conditions set forth in Section 9 below and Landlord’s ongoing maintenance, repair, replacement, and similar obligations as described in the Lease. (c) As of the Effective Date, Landlord hereby represents and warrants to Tenant that Landlord has not received written notice from (i) any governmental or quasi-governmental body having jurisdiction or (ii) any other tenant at the Building of any violations of Environmental ​ ​ Law occurring on or about the Property or the Expansion Premises. Following the Effective Date, Landlord shall provide Tenant with written notice of its receipt of any written notices from any governmental or quasi-governmental body having jurisdiction of violations of Environmental Law which require Landlord to conduct remediation of Hazardous Materials at the Property and/or the Expansion Premises. As of the Effective Date, Tenant has conducted, at reasonable timesTenant’s sole cost and expense, enter upon the Premises during the progress a Phase 1 environmental inspection of the work to inspect Expansion Premises with a licensed environmental contractor selected by Tenant (the progress thereof “Initial Inspection”), and to determine if the work is being performed in accordance satisfied with the requirements environmental condition of Section 3.1the Expansion Premises as of the Effective Date. Tenant shall promptly give provide to Landlord, upon Landlord’s request, a copy of the environmental report produced by Tenant’s environmental contractor in connection with the Initial Inspection. Further, Landlord notices shall indemnify, defend and hold Tenant harmless from all claims, demands, actions, liabilities, costs, expenses, attorneys’ fees, damages and obligations of any alleged failure by nature arising from, or as a result of, any Hazardous Materials at the Expansion Premises that: (i) did not exist at the Expansion Premises as of the date of the Initial Inspection, and (ii) with respect to which Landlord is required to comply with those requirementsremediate pursuant to applicable laws. Landlord’s Work obligations pursuant to this subsection shall be deemed approved by Tenant when Tenant occupies survive the Premises for the conduct of its business, except for items of Landlord’s Work which are uncompleted expiration or do not conform to Exhibit C and the Final Plans and as to which Tenant shall, in either case, have given written notice to Landlord within thirty (30) days following the Commencement Date as set forth in a punch-list as set forth below. A certificate of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through termination of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspectionLease.

Acceptance of the Premises. (a) Landlord will notify Tenant when the Tenant’s Improvements are Substantially Complete. Within fifteen (15) Business Days after receiving such notice, and prior to move-in of any of Tenant’s furniture, fixtures or equipment (except as otherwise permitted pursuant to Section 6 below), Tenant shall inspect the Premises for any deficiencies in the Base Building Improvements or the Tenant’s Improvements. A “punchlist” of all the deficiencies in the Building Improvements and the Tenant’s Improvements shall be prepared and agreed upon by both Landlord and Tenant. Landlord will correct defective items stated in the punchlist which are the responsibility of Landlord or the Contractor. If Tenant does not so provide Landlord with a punchlist prior to occupying the Premises, Tenant shall be deemed to have accepted the Premises, the Building Improvements and the Tenant’s Improvements in their then present condition, subject to the Warranty Period obligations described above. The existence of punchlist items shall not postpone the Commencement Date of the Lease or result in a delay or abatement of Tenant’s obligation to pay rent or give rise to a damage claim against Landlord. Landlord agrees to complete all punchlist items which are Landlord’s or the Contractor’s responsibility within forty five (45) days after receiving the final punchlist (or longer if reasonably necessary). If a temporary certificate of occupancy is issued at the time of Substantial Completion of the Tenant’s Improvements, Landlord shall proceed to complete the conditions to and obtain the issuance of the final certificate of occupancy for the Premises as soon as reasonably practicable. (b) If the Base Building Improvements and the Tenant’s Improvements are not Substantially Complete by the Anticipated Occupancy Date due to a “Landlord Delay” (defined below), and such delay actually results in Tenant being required to holdover in its Current Premises beyond the expiration dates of Tenant’s leases of the Current Premises (which is July 31, 2011), then: (i) Landlord shall pay, and shall indemnify, defend and hold Tenant harmless from and against, any holdover rent premiums, surcharges or percentage increases incurred by Tenant under the various leases for its existing buildings at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxx (“Current Premises”) from and after the Anticipated Occupancy Date, (ii) if Tenant is forced to relocate from all or any portion of the Current Premises prior to Substantial Completion of the Tenant’s Improvements, Landlord shall use commercially reasonable best efforts to provide or secure for Tenant alternative space as required by Tenant, such space to be within the reasonable proximity of the Current Premises and reasonably acceptable to Tenant, and Landlord shall pay to the landlord of such alternative space (whether such space is provided or secured by Landlord or through Tenant’s own efforts) the differential in base rent and additional rent required over the amount of base rent and additional rent that Tenant would have otherwise paid in the Premises had such delay not occurred, and (iii) Landlord shall pay all third party costs of a second move, if required by Tenant after the Tenant’s Improvements and the Base Building Improvements are Substantially Complete. In addition, if Substantial Completion of the Tenant’s Improvements and the Base Building Improvements has not occurred by the Anticipated Occupancy Date, and the delay is not a result of a Tenant Delay or a delay caused by a Force Majeure event, then Tenant shall be entitled to two (2) days of free rent (which includes Minimum Rent and Additional Rent) for each day after the Anticipated Occupancy Date until the Tenant’s Improvements and the Base Building Improvements are Substantially Complete. Notwithstanding any of the foregoing, if the TI Plans and Specifications, the TI Construction Contract, and the construction budget and schedule for the Tenant’s Improvements have not been completed and approved by the parties by November 30, 2008, the Anticipated Occupancy Date will be delayed by one day for each day after November 30, 2008 until such items have been agreed upon by the parties. (c) If Substantial Completion of either the Base Building Improvements or the Tenant’s Improvements is delayed as a result of any of the following causes, such delay shall be considered a “Tenant Delay”: (i) a failure to complete the TI Plans and Specifications by October 31,2008, unless the delay is the result of a Landlord Delay. (ii) changes in the BBI Plans and Specifications or the TI Plans and Specifications requested by Tenant after approval of either of such Plans and Specifications by Landlord and the County; (iii) delays caused by Tenant in construction, but only if and to the extent that such delay causes a delay in any item on the critical path to Substantial Completion of either the Base Building Improvements or the Tenant’s Improvements, and is not caused by other factors; (iv) delays due to the postponement of any of the Work at the request of Tenant; or (v) delays otherwise attributable to the acts or omissions of Tenant or its representatives mayemployees, at reasonable timesagents or contractors, enter upon other than delays in the Premises during Work requested by Landlord. Landlord shall notify Tenant promptly after learning of any events or circumstances which Landlord believes may constitute Tenant Delay or a delay caused by Force Majeure; however, Landlord’s failure to so notify shall not constitute a waiver by Landlord of its right to claim that a Tenant Delay or a Force Majeure delay has occurred. Landlord shall use good faith efforts to minimize the progress impact of any Tenant Delay on the Substantial Completion of the Work. For purposes of the Lease and this Workletter, if a Tenant Delay has occurred and results in a delay in the Substantial Completion of the Base Building Improvements, the Commencement Date shall be deemed to have occurred on the date the Commencement Date would have commenced but for the Tenant Delay. Tenant acknowledges that the length of any Tenant Delay or Force Majeure delay is to be measured by the duration of the delay in the occurrence of the event in question caused by the event or conduct constituting Tenant Delay or Force Majeure delay, which may exceed the duration of such event or conduct due to the necessity of rescheduling work or other causes. (d) If Substantial Completion is delayed as a result of any of the following causes, such delay shall be considered a “Landlord Delay”: (i) a failure to inspect complete the progress thereof BBI Plans and Specifications by August 31, 2008, unless the delay is the result of a Tenant Delay. (ii) any interference or delay caused by occurrences within the reasonable control of Landlord; (iii) delays caused by Landlord’s failure or refusal to reasonably approve the BBI Plans and Specifications or the TI Specifications, but only if and to determine if the work extent that such delay causes a delay in any item on the critical path to Substantial Completion of either the BBI Plans and Specifications or the TI Specifications, and is being performed not caused by other factors; (iv) delays due to the postponement of any of the Work at the request of Landlord; or (v) delays otherwise attributable to changes in accordance with or additions to the requirements Work requested by Landlord or on account of Section 3.1interference by Landlord or its contractors, agents or employees. Tenant shall notify Landlord promptly give to Landlord notices after learning of any alleged events or circumstances which Tenant believes may constitute Landlord Delay hereunder, however, Tenant’s failure by Landlord to comply with those requirements. Landlord’s Work so notify shall be deemed approved not constitute a waiver by Tenant when Tenant occupies the Premises for the conduct of its business, except for items right to claim that a Landlord Delay has occurred. Tenant shall use good faith efforts to minimize the impact of Landlord’s Work which are uncompleted or do not conform to Exhibit C and any Landlord Delay on the Final Plans and as to which Tenant shall, in either case, have given written notice to Substantial Completion of the Work. Landlord within thirty (30) days following acknowledges that the Commencement Date as set forth in a punch-list as set forth below. A certificate length of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate any Landlord Delay is to be incomplete or not in conformity with Exhibit C and measured by the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through duration of the Premises delay in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation occurrence of the list event in question caused by the partiesevent or conduct constituting Landlord Delay, unless which may exceed the parties agree upon any longer time periods. If Tenant notifies Landlord in writing duration of such event or conduct due to the existence necessity of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspectionrescheduling work or other causes.

Acceptance of the Premises. Tenant or its representatives may, at reasonable times, enter upon the Premises during the progress of the work to inspect the progress thereof and to determine if the work is being performed in accordance with the requirements of Section 3.1. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord’s Work shall be deemed approved by Tenant when Tenant occupies the Premises for the conduct of its business, except for items of Landlord’s Work which are uncompleted or do not conform to Exhibit C and the Final Plans and as to which Tenant shall, in either case, have given written notice to Landlord within thirty (30) days following the Commencement Date as set forth in a punch-list as set forth below. A certificate of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty warranty, will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspection.

Acceptance of the Premises. Landlord agrees to deliver to Tenant, and Tenant agrees to accept from Landlord, possession of the Premises forthwith upon substantial completion of the Premises as described in Exhibit C. The term "substantial completion of the Premises" is defined as the date Landlord notifies Tenant ("Notice of Substantial Completion") that the Premises are substantially complete to the extent of Landlord's Work as specified in Exhibit C to the point wherein Tenant's contractor may commence the construction of Tenant's Work as specified in Exhibit C, it being understood and agreed that Landlord may be unable to install or complete all items of Landlord's Work in advance of Tenant's Work. In such instance Tenant shall cause its representatives contractor to cooperate with Landlord's contractor to complete Landlord's Work in a timely and efficient manner. Certification by Landlord's architect ("Project Architect") of the substantial completion of the Premises in accordance with said Exhibit C shall be conclusive and binding upon the parties hereto. Tenant shall commence the construction of Tenant's Work as described in Exhibit C promptly upon substantial completion of the Premises and shall diligently prosecute such construction to completion and shall open the Premises for business concurrently with the date specified for commencement of Minimum Annual Rental. Tenant acknowledges that the financial success of the Property depends, in part, on Tenant's opening the Premises for business contemporaneously with the initial opening of the Property and that Landlord's damages arising from Tenant's failure to do so are extremely difficult and impracticable to fix. Therefore, should Tenant fail to open the Premises for business upon the initial opening of the Property Landlord may, at reasonable timesits option, enter either terminate this Lease or require Tenant to pay to Landlord, upon receipt of invoice, the sum of Five Hundred Dollars ($500.00) per day for each day Tenant delays its opening after and including the initial opening date, which sum Tenant agrees is fair compensation to Landlord for said damages. Notwithstanding anything in this Lease to the contrary, Tenant shall not be required to initially open for business in the Premises during until 240,000 square feet of Floor Area on the progress Property (including the Premises), or more, is leased (or sold) and estimated to be ready to open within forty-five days after Tenant opens for business. In the event less than 240,000 square feet of Floor Area of stores in the work to inspect Project (including the progress thereof and to determine if the work is being performed in accordance with the requirements of Section 3.1. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord’s Work shall be deemed approved by Tenant when Tenant occupies the Premises Premises) are open for the conduct of its business, except for items of Landlord’s Work which are uncompleted or do not conform to Exhibit C and the Final Plans and as to which Tenant shall, in either case, have given written notice to Landlord business within thirty forty-five (3045) days following the Commencement Date as date Tenant opens for business in the Premises fully stocked, staffed and fixturized, then from and after the date which is 45 days following the date Tenant has so opened for business, the Minimum Annual Rental set forth in a punch-list as set forth below. A certificate of completion by Landlord’s architect or engineer Article 4, Section 4.1, and a Certificate of Occupancy in Section 1.4 shall be evidence that Landlord’s Work has been completed except abated until such time as there are open for items stated business at least 240,000 square feet of Floor Area of stores in such certificate to be incomplete or not in conformity with Exhibit C and the Final PlansProject (including the store occupied by Tenant). Within five (5) days after Notwithstanding the Town abatement of Burlington issues a temporary Certificate of OccupancyMinimum Annual Rental as aforesaid, Landlord and Tenant shall meet pay all other charges called for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of manner provided for in this Lease except Minimum Annual Rental. The foregoing abatement shall in no event change or modify the Premises which defect would not ordinarily be observed during a walk-through inspectionRent Start Date.

Acceptance of the Premises. Tenant or its representatives may, at reasonable times, enter upon By entry and taking possession of the Premises during pursuant to this Lease, Tenant accepts the progress Premises, the Buildings and the Common Area as being in good and sanitary order, condition and repair (subject to punch list items and reservation of claims of latent defects and claims under any warranties given under the Improvement Agreement attached hereto as Exhibit C) and accepts the Premises and Common Area in their condition existing as of the work date of such entry and Tenant further accepts the Tenant Improvements to inspect the progress thereof and to determine be constructed by Landlord, if the work is any, as being performed completed in accordance with the requirements plans and specifications for such Tenant Improvements, except for punch list items and reservation of Section 3.1claims of latent defects and claims under any warranties given under the Improvement Agreement referred to above. If any of the Improvements to be constructed by Landlord do not comply with applicable Building Codes, regulations or ordinances in effect as of the Commencement Date of this Lease, then to the extent the applicable governmental agency having jurisdiction over such non-compliance requires the same to be cured or rectified, Landlord agrees to promptly cure or rectify such non-compliance item(s) at no cost to Tenant, (unless Tenant's or any of its agents', employees', contractors', architects', or other representatives' acts, failure to act, negligence or willful misconduct cause such non-compliance, in which event Landlord shall have no obligation hereunder to cure or rectify such non-compliance item(s), but if Landlord does so cure or rectify such item(s), then Tenant shall reimburse Landlord, within fifteen days following receipt of written invoices or statements, for Tenant's equitable share (as reasonably determined by Landlord) of the cost of curing or rectifying such non-compliance item(s) to the extent attributable to Tenant or any of its agents, employees, contractors, architects or other representatives. Tenant shall promptly give acknowledges that neither the Landlord nor Landlord's agents has made any representation or warranty as to Landlord notices the suitability of any alleged failure by Landlord the Premises, Buildings or the Common Area to comply with those requirements. Landlord’s Work shall be deemed approved by Tenant when Tenant occupies the Premises for the conduct of its businessTenant's business Any agreements, except warranties or representations not expressly contained herein (or in the Exhibits attached hereto) shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for items damages by reason of Landlord’s Work which are uncompleted any statement, representation, warranty, promise or do agreement, if any, not conform to Exhibit C contained in this Lease. This Lease constitutes the entire understanding between the parties hereto and the Final Plans and as to which Tenant shallno addition to, in either caseor modification of, have given written notice to Landlord within thirty (30) days following the Commencement Date as any term or provision of this Lease shall be effective until set forth in a punch-list as set forth below. A certificate of completion writing signed by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancy, both Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspectionTenant.

Acceptance of the Premises. Tenant or its representatives may, at -------------------------- reasonable times, enter upon the Premises during the progress of the work to inspect the progress thereof and to determine if the work is being performed in accordance with the requirements of Section Section 3.1. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord’s 's Work shall be deemed approved by Tenant when Tenant occupies the Premises for the conduct of its business, except for (i) items of Landlord’s 's Work which are uncompleted or do not conform to Exhibit C and the Final Plans or Exhibit C-1 and as to which Tenant shall, in either case, have given written notice to Landlord prior to such occupancy, (ii) latent defects in workmanship or materials not then discoverable by a reasonable examination and as to which Tenant shall have given Landlord written notice within one (1) year after the Commencement Date, and (iii) a punchlist prepared by Tenant, subject to confirmation and verification by Landlord, based on an inspection made by the parties prior to the date on which Tenant occupies the Premises for the conduct of its business; provided, however, that if the Premises are not available to Tenant for such inspection prior to the date of Tenant's occupancy, then such punchlist shall be prepared and signed by Xxxxxx, and confirmed and verified in writing by Landlord, within twenty (20) days after Tenant first occupies the Premises. Landlord shall forthwith correct all defects noted on such punchlist within thirty (30) days following the Commencement Date as set forth in a punchthereafter, except for items which by their nature cannot be corrected within said 30-list as set forth belowday period, provided that Landlord shall use diligence to correct such items expeditiously. A certificate of completion by Landlord’s a licensed architect or registered engineer and a Certificate of Occupancy shall be conclusive evidence that Landlord’s Xxxxxxxx's Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspectionExhibit C-1.

Acceptance of the Premises. Tenant or its representatives maySublessor, at reasonable timesits sole expense, enter upon shall cause the Premises during to be delivered to Sublessee, for Sublessee’s exclusive use and occupancy, on or before May 1, 2008 with the progress following “Delivery Conditions” satisfied: (a) all prior occupants of the work Premises and their personal property (other than the FF&E, as defined in Section 14 below) shall have been removed from the Premises, and all of Sublessor’s signage shall have been removed from the Premises (including, without limitation, all exterior signage), and the Premises shall otherwise be delivered to inspect Sublessee in a broom clean condition with all damage to the progress thereof Premises resulting from Sublessor’s vacating the Premises repaired (excluding small nail holes and to determine if other repairs normally associated with repainting and re-carpeting second generation space), (b) all plumbing, electrical, HVAC, mechanical, lighting, fire and life safety (other than the work is being performed fire suppression system(s)(FM 200)) systems of the Premises shall be in accordance with good working order, and (c) the requirements of Section 3.1. Tenant Premises shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirementsall Americans with Disabilities Act requirements then applicable to the Premises. LandlordOther than as set forth in the previous sentence, Sublessee shall accept the Premises in its present “as is” condition when possession of the Premises is effectively delivered to Sublessee, and Sublessor makes no representation or warranty as to its fitness for Sublessee’s Work intended use. Other than as set forth in the first sentence of this section, Sublessor will not be obligated to make any alterations or improvements to the Premises on account of this Sublease. Sublessor shall provide Sublessee with at least five (5) days advance written notice that the Delivery Conditions have been satisfied and the Premises are ready for delivery to Sublessee. Within the 5-day period following Sublessee’s receipt of such notice, Sublessee and Sublessor shall perform a walk-through inspection to confirm the Delivery Conditions, and any Delivery Conditions that do not materially impair Sublessee’s ability to occupy the space shall be deemed approved included on a punchlist of items to be completed by Tenant when Tenant occupies Sublessor after the Premises for the conduct of its businessCommencement Date, except for and Sublessor shall remedy all such punchlist items of Landlord’s Work which are uncompleted or do not conform to Exhibit C and the Final Plans and as to which Tenant shall, in either case, have given written notice to Landlord within thirty (30) days following the Commencement Date as set forth in a punch-list as set forth belowDate. A certificate The surrender provisions of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5Paragraph 7.4(c) days after the Town of Burlington issues a temporary Certificate of Occupancy, Landlord and Tenant shall meet for the purpose of determining the work remaining in order for Landlord to achieve a final Certificate of Occupancy, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through of the Master Lease notwithstanding, Sublessee shall only be responsible for surrendering the Premises to Sublessor in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following as is” condition received from Sublessor on the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction normal wear and tear, and without obligation to remove any of the Improvements or the FF&E from the Premises; provided, however, that if Sublessee exercises its option to purchase the FF&E, the Sublessee shall remove such FF&E from the Premises which defect would at the end of the Term; and further provided that Sublessor shall not ordinarily require removal of any of Sublessee’s improvements, alterations, trade fixtures or equipment from the Premises at the expiration of the Term unless Landlord shall require removal of same. Sublesssee shall indemnify and hold harmless Sublessor from and against any damages, injuries, claims and expenses (including reasonable attorneys’ fees) incurred by Sublessor arising out of Sublessee’s failure to vacate the Premises and remove Sublessee’s improvements, alterations (as may be observed during a walk-through inspectionrequired under the Maser Lease or this Sublease), trade fixtures or equipment from the Premises, on or before expiration of the Term.

Acceptance of the Premises. (a) Landlord will notify Tenant when the Tenant Improvements are Ready for Occupancy. Within two (2) Business Days after receiving such notice, and prior to move-in of any furniture, fixtures or its representatives mayequipment, at reasonable times, enter upon Tenant shall inspect the Premises during for any deficiencies in the progress Work. A "punchlist" of all the work to inspect deficiencies in the progress thereof and to determine if the work is being performed in accordance with the requirements of Section 3.1. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord’s Work shall be prepared and agreed upon by both Landlord and Tenant. Landlord will correct defective items stated in the punchlist which are the responsibility of Landlord or the Contractor. If Tenant does not so provide Landlord with a punchlist prior to occupying the Premises, Tenant shall be deemed approved by Tenant when Tenant occupies to have accepted the Premises for and the conduct of its businessTenant Improvements in their then present condition, except for latent defects not reasonably discoverable upon an inspection of the Premises. The existence of minor punchlist items of Landlord’s Work which are uncompleted or do shall not conform to Exhibit C and the Final Plans and as to which Tenant shall, in either case, have given written notice to Landlord within thirty (30) days following postpone the Commencement Date as of the Lease or result in a delay or abatement of Tenant's obligation to pay rent or give rise to a damage claim against Landlord. Landlord agrees to complete all punchlist items which are Landlord's or the Contractor's responsibility within forty five (45) days after receiving the final punchlist (or longer if reasonably necessary). (b) Notwithstanding the estimated Commencement Date set forth in a punch-list as set forth below. A certificate Section 1 of completion by Landlord’s architect or engineer and a Certificate of Occupancy shall be evidence that Landlord’s Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit C and the Final Plans. Within five (5) days after the Town of Burlington issues a temporary Certificate of OccupancyLease, Landlord and Tenant shall meet Tenant's obligation for the purpose payment of determining rent under the work remaining in order Lease shall not commence until the Premises are Ready for Landlord to achieve a final Certificate of Occupancy; however, each acting reasonably and in good faith, and to select a subsequent date for a joint walk-through if Substantial Completion of the Premises in order to prepare a punch-list identifying items of Landlord’s Work which are incomplete (the “Punch-list Items”). Landlord shall cause such Punch-list Items to be completed within thirty (30) days after the preparation of the list by the parties, unless the parties agree upon any longer time periods. If Tenant notifies Landlord in writing of the existence of a latent defect in Landlord’s Work within one year following the Commencement Date, then Landlord at its expense subject to its General Contractor’s warranty will repair such defect. A “latent defect” is a defect in the construction of the Premises which defect would not ordinarily be observed during a walk-through inspection.Tenant