Common use of Access Clause in Contracts

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Lease.

Appears in 3 contracts

Samples: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)

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Access. Landlord or Landlord’s agents shall have reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times and, except in the case cases of emergency, on not less than forty-eight (48) hours prior written notice to Tenantafter giving Tenant reasonable notice, to examine inspect the same and Premises (including, without limitation, environmental testing); to supply any service to be provided by Landlord hereunder; to show them the Premises to prospective purchasers of the building, and or mortgagees; to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit show the Premises to prospective tenants during the last year of the Term; to post notices of non-responsibility; and to repair or purchasersmaintain the Premises and the Building as required or permitted by the terms of this Lease, without abatement of Rent, and place upon may for that purpose erect, use and maintain necessary structures in and through the premises Premises and the usual notices “To Let” Building where reasonably required by the character of the work to be performed. Tenant hereby waives any claim for damages for any injury or “For Sale” which notices Tenant shall permit inconvenience to remain thereon without molestation. Nothing herein containedor interference with Tenant’s business, however, shall be deemed any loss of occupancy or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair quiet enjoyment of the Premises or any part thereofother loss occasioned thereby, except as otherwise herein specifically providedto the extent caused by the gross negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall give Tenant reasonable notice during business hours prior have the right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain entry to any entry. Landlord acknowledges that Tenant is a health care provider subject to portion of the Health Insurance Portability Premises, and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with any such confidential patient records or other information when access entry to the Premises or portions thereof obtained by Landlord is permitted hereunderby any of said means, and Landlord or otherwise, shall not under any circumstances be accompanied by construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an agent eviction, actual or employee constructive, of Tenant when entering from the Premises in accordance with the terms of this Leaseor any portion thereof.

Appears in 3 contracts

Samples: Office Lease (Innoviva, Inc.), Office Lease (Aimmune Therapeutics, Inc.), Office Lease (Hyperion Therapeutics Inc)

Access. Landlord or Landlord’s agents reserves and shall at any time and all times have the right to enter the Premises at all reasonable times and, except in to inspect the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenantsame, to examine the same supply janitorial service and any other service to show them be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers purchasers, tenants or actual or prospective lenders, to post notices of non-responsibility, to use and maintain pipes and conduits in and through the buildingPremises, and to make such repairsalter, alterationsimprove or repair the Premises or any other portion of the Building, improvements or additions all without being deemed guilty of an eviction of Tenant and without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Landlord may reasonably deem necessary enter by means of a master key without liability to Tenant for any damage caused by Landlord entering the Premises, except for damage to Tenant's personal property caused by any failure of Landlord to exercise due care. Tenant shall not disturb any notices or desirableother items placed by Landlord in the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises. Any lock installed by Tenant shall be allowed of a type and style designated by Landlord concurrently with such installation. Any entry to take all material into and upon the Premises obtained by Landlord by any of said Premises that may means shall not under any circumstances be required thereforeconstrued or deemed to be a forcible or unlawful entry into, without or a detainer of, the same constituting an Premises, or any eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of from the Premises or any part portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior expressly agreed to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises be performed by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseLandlord.

Appears in 3 contracts

Samples: Lease (Nemus Bioscience, Inc.), Lease (Adforce Inc), Lease (Adforce Inc)

Access. Landlord or Landlord’s agents shall have reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times and, except in the case cases of emergency, on not less than forty-eight (48) hours prior written after giving Tenant reasonable notice and subject to Tenant’s reasonable security requirements, to examine inspect the same and Premises (including, without limitation, environmental testing); to supply any service to be provided by Landlord hereunder; to show them the Premises to prospective purchasers of the building, and or mortgagees; to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit show the Premises to prospective tenants during the last nine (9) months of the Term; to post notices of nonresponsibility; and to repair or purchasersmaintain the Premises and the Building as required by Section 8.1, without abatement of Rent (unless as a result of such activities, Tenant’s access to or use of the Premises is materially impaired), and place upon may for that purpose erect, use and maintain necessary structures in and through the premises Premises and the usual notices “To Let” Building where reasonably required by the character of the work to be performed. Tenant hereby waives any claim for damages for any injury or “For Sale” which notices Tenant shall permit inconvenience to remain thereon without molestation. Nothing herein containedor interference with Tenant’s business, however, shall be deemed any loss of occupancy or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair quiet enjoyment of the Premises or any part thereofother loss occasioned thereby, except as otherwise herein specifically providedto the extent caused by the negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall give Tenant reasonable notice during business hours prior have the right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain entry to any entry. Landlord acknowledges that Tenant is a health care provider subject to portion of the Health Insurance Portability Premises, and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with any such confidential patient records or other information when access entry to the Premises or portions thereof obtained by Landlord is permitted hereunderby any of said means, and Landlord or otherwise, shall not under any circumstances be accompanied by construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an agent eviction, actual or employee constructive, of Tenant when entering from the Premises in accordance with the terms of this Leaseor any portion thereof.

Appears in 3 contracts

Samples: Lease Agreement, Commercial Lease (Silver Spring Networks Inc), Commercial Lease (Silver Spring Networks Inc)

Access. Landlord Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or Landlordas otherwise provided for in the Prime Lease, provided, however, Sublessee’s agents employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times and, upon reasonable prior notice (except in the case of an emergency, on not less than forty-eight (48in which case no notice will be required) hours prior written notice to Tenantinspect the Subleased Premises, or to examine the same and to show them to prospective purchasers otherwise exercise or perform any of the buildingrights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, and to make such repairsat reasonable times upon prior reasonable notice, alterationsSublessor may, improvements or additions as Landlord may reasonably deem necessary or desirableat Sublessor’s option, and Landlord shall be allowed to take all material enter into and upon said the Subleased Premises if Sublessor reasonably determines that may be required thereforeSublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without the same constituting an being deemed in any manner guilty of trespass, eviction of Tenant in whole or in part forcible entry and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss detainer and without incurring any liability for any damage or interruption of Sublessee’s business of Tenantresulting therefrom. If Sublessee shall have vacated the Subleased Premises, or otherwise; providedhas not paid Rent and is in default beyond any applicable notice and cure period, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) month period prior to the expiration months of the term then current Term of this Lease Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any renewal term, unless Tenant shall have exercised its then right to renew the term abatement of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as Rent otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises be paid by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of Sublessee under this LeaseSublease.

Appears in 3 contracts

Samples: Master Lease Agreement (ITT Corp), Master Lease Agreement (Xylem Inc.), Master Lease Agreement (Xylem Inc.)

Access. Landlord or Landlord’s (a) Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to the authorized representatives and agents shall have of the Buyer free and reasonable access to and the right to enter inspect the Premises at all reasonable times andassets, except properties, books and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other information regarding the same as the Buyer may from time to time reasonably request and is available to Sellers or any Casablanca Subsidiary. Sellers will, and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the case of emergencybusiness conducted at any Casablanca Property as reasonably requested by the Buyer and will supply, on not less than forty-eight (48) hours or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to enter in and upon the Casablanca Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring xxxxx, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written notice approval of Seller, which approval shall not be unreasonably withheld. Any access pursuant to Tenant, this Section 6.2(a) shall be subject to examine the same and to show them to prospective purchasers terms of the buildingapplicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to make the extent such repairsDamages are caused by Buyer’s or its employees’, alterationscontractors’ or representatives’ negligence in the performance of such inspections, improvements or additions as Landlord may reasonably deem necessary or desirableexaminations, surveys, analyses, tests, drawings, investigations, surveys, reviews and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiseinterviews; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During that in no event shall the six (6) month period prior to the expiration Buyer be liable for any Damages based solely on its discovery of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leasepre-existing conditions.

Appears in 2 contracts

Samples: Option Agreement (Capitalsource Inc), Option Agreement (Omega Healthcare Investors Inc)

Access. (a) Landlord or Landlord’s agents shall have reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times times, subject to Tenant’s reasonable security procedures, and, except in the case cases of emergency, on after giving Tenant reasonable notice (which such notice may be by electronic mail provided such electronic mail is acknowledged by Tenant), to inspect the Premises (including, without limitation, environmental testing); to supply any service to be provided by Landlord hereunder; to show the Premises to prospective purchasers or mortgagees; to show the Premises to prospective tenants during the last year of the Term; to post notices of non-responsibility; and to repair or maintain the Premises and the Building as required by Section 9.1, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building where reasonably required by the character of the work to be performed. Notwithstanding the above, Landlord may not less than forty-eight access any controlled document rooms, patient records or other secured area (48i) hours without prior written notice to Tenant, to examine except in the same and to show them to prospective purchasers event of an emergency, (ii) unless accompanied by a Tenant designated representative. When entering the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, howeverPremises, Landlord diligently pursues such repairsagrees to comply with Tenant’s rules and policies intended to protect the privacy of its patients’ protected health information as required by law, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon including without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the limitation The Health Insurance Portability and Accountability Act (HIPAA) of 1996 and 1996, as amended from time to time. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned thereby, except to the extent caused by the Active Negligence or willful misconduct of Landlord in accordance therewith, Tenant is required to maintain the privacy exercise of its patientsrights, or its failure to comply with the security requirements of this Section 17.2(a); and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord agrees shall have the right to use commercially reasonable efforts any and all means that Landlord may deem necessary or proper to avoid contact with open said doors in an emergency in order to obtain entry to any portion of the Premises, and any such confidential patient records or other information when access entry to the Premises or portions thereof obtained by Landlord is permitted hereunderby any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. (b) Landlord hereby reserves the right of Landlord, at all reasonable times and, following reasonable advance notice to Tenant, to permit the City, the County of Santa Xxxxx, the Santa Xxxxx Valley Water District, the Regional Water Quality Control Board, Department of Toxic Substances Control, or other governmental bodies, public or private utilities and any other persons or entities authorized by Landlord to enter upon the Premises for the purposes of the following: (i) installing, using, operating, maintaining, removing, relocating and replacing (A) underground xxxxx, (B) water, oil, gas, steam, storm sewer, sanitary sewer and other pipe lines, and Landlord shall be accompanied by an agent (C) telephone, electric, power and other lines, conduits, and facilities; (ii) flood control; (iii) maintenance of rights of way, (iv) performing any work, testing or employee monitoring in connection with any Regional Water Quality Control Board, Department of Tenant when entering Toxic Substances Control, or other governmental requirements, including, without limitation, indoor air monitoring); and (v) remediation of Hazardous Substances in, on, or under, the Premises or any other property in accordance with the terms neighborhood of this Leasethe Premises, whether related to the Pre-Existing Environmental Condition or otherwise.

Appears in 2 contracts

Samples: Commercial Lease (Jazz Pharmaceuticals PLC), Commercial Lease (Jazz Pharmaceuticals PLC)

Access. Landlord or Landlord’s agents Except as set forth below, Service Provider shall have the right to enter the Premises at all reasonable times andbefore and after Building Standard Hours in order to perform the Cleaning and Janitorial Services required under Section 11 of this Service Agreement. The parties acknowledge that two (2) rooms of the Premises, the file server room and the wire transfer room (the “Secure Rooms”), will be secured by Customer before and after Customer’s normal business hours (“Customer’s Hours”) Customer shall provide Service Provider with keys or access cards to the Secure Rooms permitting Service Provider to have access to the Secure Rooms outside of Customer’s Hours in accordance with the provisions for emergency access to the Premises set forth below. Service Provider shall provide Cleaning and Janitorial Services to the Secure Rooms only once per month, on a date that is mutually acceptable to Customer and Service Provider, such services to be provided during Customer’s Hours, and only when escorted by an employee or other agent of Customer. To the extent that Service Provider incurs additional expense for Cleaning and Janitorial Services provided to the Secure Rooms during Customer’s Hours, Service Provider shall have the right to assess such charge to Customer as additional Rent due under this Service Agreement. Upon giving prior notice to Customer (except in the case of an emergency as provided below), Service Provider shall also have the right to enter the Premises in order to inspect the condition, show the Premises during the last nine (9) months of the Term, determine if Customer is performing its obligations hereunder, perform the services or make the repairs that Service Provider is obligated or elects to perform hereunder, make repairs to adjoining space, cure any Defaults of Customer hereunder that Service Provider has the right to cure under the terms of this Service Agreement, and remove from the Premises any improvements or property placed therein in violation of this Service Agreement, if Customer fails to remove such improvements or property within ten (10) days after Customer’s receipt of notice from Service Provider that such removal is required pursuant to the terms of this Service Agreement. Service Provider’s notice to Customer of any entity into the Premises shall include the identity of the individual(s) that will enter the Premises, the name(s) of the employer(s) of the individual(s) if other than Service Provider, and the purpose of such entry. Except in the case of an emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the buildingas provided below, and except to make perform the Cleaning and Janitorial Services required under this Service Agreement, Service Provider shall enter the Premises only during Building Standard Hours while Customer is conducting business in the Premises, unless otherwise agreed to by Customer at the time notice of such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirableentry is provided from Service Provider to Customer, and Landlord Service Provider shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact not unreasonably interfere with such confidential patient records or other information when access to the conduct of Customer’s business in the Premises during such entry. Customer shall provide Service Provider with the names and contact telephone numbers of two (2) employees of Customer to be contacted in the event of an emergency either in or affecting the Premises (“Customer’s Emergency Contacts”). The names and contact telephone numbers of Customer’s Emergency Contacts shall be provided by Landlord is permitted hereunderCustomer in the Commencement Date Agreement, and Landlord such information shall be accompanied by an agent or employee of Tenant when entering the Premises remain in effect until Service Provider receives written notice, in accordance with the terms Notices provision of this LeaseService Agreement, of any revisions to such information. In the event of any emergency that requires immediate access to the Premises, Service Provider shall make reasonable efforts, if practicable under the circumstances, to place one (1) telephone call to each of Customer’s Emergency Contacts, and, if Service Provider is unable to reach either person, Service Provider shall leave a voicemail message specifying the nature of the emergency for both persons (assuming that such persons maintain voice mail). The building engineer and any vendor or other emergency personnel required to address such emergency may then enter the Premises for the sole purpose of addressing such emergency.

Appears in 2 contracts

Samples: Service Agreement (Xenith Bankshares, Inc.), Service Agreement (Xenith Bankshares, Inc.)

Access. Landlord From and after the Effective Date through the Closing, Buyer, personally or Landlord’s agents through its authorized agent or representatives, shall be entitled, upon reasonable advance notice to Seller, to enter upon the Property during normal business hours and shall have the right to enter make such investigations, including tenant interviews, appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems reasonably necessary or advisable. Buyer shall have the Premises at all reasonable times right to conduct a Phase I environmental site assessment, and, except if necessary, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Property). Buyer’s activities at the Property shall be conducted in such a manner so as not to unreasonably interfere with the case occupancy of emergencythe tenant or its employees, on not less than forty-eight (48) hours prior written notice licensees or invitees. Regarding Buyer’s investigations, in addition to Tenantthe forgoing: a. Buyer must deliver evidence to Seller that Buyer has insurance for its proposed inspection activities, to examine in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller; b. Buyer must notify Seller in advance of Buyer’s plans to conduct tests so that Seller may be present during the tests; c. if the Land or Improvements are altered because of Buyer’s inspections, Buyer must return the Land or Improvements to their pre-inspection condition promptly after the alteration occurs; d. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three days after their preparation or receipt; e. Buyer must abide by any other reasonable entry rules imposed by Seller; f. Buyer will indemnify, defend, and to show them to prospective purchasers hold Seller harmless from any loss, reasonable attorney’s fees, expenses, or claims arising out of Buyer’s investigation of the buildingLand or Improvements, except repair or remediation of existing conditions discovered by Buyer’s inspections. The obligations of Buyer under this provision will survive termination of this Agreement and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, Closing; and g. Buyer releases Seller and Landlord shall be allowed to take those persons acting on Seller’s behalf from all material into claims and upon said Premises that may be required therefore, without the same constituting an eviction causes of Tenant in whole or in part action (including claims for attorney’s fees and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6court and other costs) month period prior to the expiration resulting from Buyer’s investigation of the term of this Lease Land or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseImprovements.

Appears in 2 contracts

Samples: Real Estate Purchase Agreement (US Federal Properties Trust Inc.), Real Estate Purchase Agreement (US Federal Properties Trust Inc.)

Access. Landlord Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession (except for any of Seller’s scientific materials and business records relating, except to de minimis extent, primarily to its business operations conducted at the Property as opposed to primarily the ownership of the Property (“Seller’s Personal Documents”)) for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or Landlordtests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s agents prior consent (which consent may be withheld in Seller’s sole and absolute discretion) and Seller shall have the right to enter accompany Purchaser during all activities conducted at the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord Property. All access shall be allowed subject to take all material into and upon said Premises any rights of ChemNavigator (the “Existing Building F Subtenant”) under that may be required thereforecertain sublease dated September 19, without the same constituting an eviction 2005, as amended by Amendment No. 1 to Sublease effective as of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairsJanuary 19, alterations, improvements, or additions are being made2007, by reason of loss and between the Existing Building F Subtenant and Seller covering approximately 2,000 square feet in Building F (the “Existing Building F Sublease”). If any inspection or interruption of business of Tenanttest disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additionstest. During the six (6) month period prior pendency of this Agreement, Purchaser and its agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have a continuing right of reasonable access to the expiration Property and any office of Seller where the records of the term of this Lease or any renewal termProperty are kept or, unless Tenant shall have exercised its if Seller designates an office for such records (i.e., a “war room”), then right to renew the term of this Leasethat particular office, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoeverwith reasonable prior notice, for the carepurpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s possession or control (except for Seller’s Personal Documents). During the Due Diligence Period, maintenance, or repair Purchaser may conduct tenant interviews. Purchaser shall have the right to conduct a “walk-through” of the Premises or any part thereof, except as otherwise herein specifically providedProperty before the Closing upon reasonable prior notice to Seller. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to In the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy course of its patients. Landlord agrees investigations, Purchaser may make inquiries to use commercially reasonable efforts third parties, including, without limitation, representatives, contractors, property managers, parties to avoid contact with such confidential patient records or Fee Service Contracts and municipal, local and other information when access to the Premises by Landlord is permitted hereunder, government officials and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises representatives in accordance with the terms of this LeaseAgreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser or Purchaser’s agents, employees, consultants, contractors, subcontractors, lenders and representatives, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing conditions, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Arena Pharmaceuticals Inc)

Access. Landlord During the period from the date of any Referral made or Landlord’s agents shall have approved by an Accredited Employer, until expiry of the right Term of the applicable Service Schedule, the Provider will provide Services to enter the Premises at all reasonable times and, except in the case Injured Employees of emergency, such Accredited Employers on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same terms and prices as specified in this Agreement (subject to show them any minor adjustments to prospective purchasers of the buildingthis Agreement which may be necessary to give effect to this clause 22, and to make such repairsany changes in those terms and prices subsequently agreed between the Provider and Accredited Employer) as if “ACC” in this Agreement was a reference to the particular Accredited Employer. For the purposes of this clause any Injured Employee of an Accredited Employer is deemed to be a “Claimant”. ACC’s role is to bring the Provider and Accredited Employers together. The Provider agrees that ACC and each Accredited Employer is only liable in respect of the individual purchases made by ACC or that employer (as the case may be) and neither of them has any joint liability (except as provided in section 187(3) of the AC Act). Accordingly, alterationsall communications, improvements invoicing and reporting about Injured Employees will go to the Accredited Employer of the Injured Employee or additions as Landlord may reasonably deem necessary Injured Employees who receives the Services. Where ACC Approval, Price or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period Cover is Uncertain If prior to the expiration commencement of a Service, the Provider is uncertain whether or not: a particular person or Claimant is eligible for the Service; or a person is a Claimant; or a price has been agreed for the Service; or the services required for the Claimant are within the scope of the term of Services that can be provided under this Lease or any renewal term, unless Tenant shall have exercised its Agreement then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair Provider will immediately request a written determination of the Premises issue from ACC. ACC will provide a written decision within 5 Working Days of receiving the request or any part thereof, except as otherwise herein specifically providedwill notify the Provider if there will be a delay. Landlord shall give Tenant reasonable notice during business hours prior ACC’s determination may include a direction that the person be transferred to any entryan appropriate facility at the relevant Purchaser’s cost. Landlord acknowledges The Provider will provide the service sought while cover is being determined. If ACC determines that Tenant the person is a health care provider subject Claimant who is entitled to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithService, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises then retrospective payment will be arranged by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises ACC in accordance with the relevant Service Schedule. Definitions and Interpretation In this Agreement, unless the context otherwise requires, the following terms have the meaning in the corresponding definition: AC Act Accident Compensation Act 2001 ACC Accident Compensation Corporation Accredited Employer An employer accredited by ACC under the Accredited Employer Programme in accordance with the framework established under section 183 of the AC Act under which the employer and ACC may agree that the employer will provide entitlements in relation to work-related personal injuries suffered by the employer’s employees; and includes, where appropriate, any subcontractor appointed in accordance with the accreditation agreement between ACC and the Accredited Employer; and “Accredited Employers” has a corresponding meaning Advanced Paramedic (or equivalent) An ambulance officer trained to the level of National Diploma in Ambulance Paramedic, or its equivalent, provided by an ambulance education provider recognised by Ambulance New Zealand. Agreement and this Agreement The agreement of which this provision forms part including all schedules (including service schedules), and appendices to it, as varied at any time Ambulance Any motor vehicle, aircraft, or vessel: (a) designed and used principally for the transport of sick or injured persons; and (b) operated by an ambulance operator. Ambulance crew member/staff member/officer A crew member who has completed an appropriate ambulance/paramedic or first aid qualification and who has met the standard set by the accrediting Education Provider/Industry Training Organisation. Attending ambulance personnel will have the skills, education, experience and support (if necessary) to do an assessment and make a decision, based on the assessment, with full documentation to support the decision made. Ambulance Operator A person who – (a) (For the purposes of this LeaseAgreement) has a contract or arrangement with ACC and the Ministry of Health for the emergency transport of sick or injured persons; and (b) is a member of Ambulance New Zealand. Call A request for Service to be provided by the Emergency Ambulance Service or Police or other dispatch service recognised in this Agreement Claimant Any person who has been accepted by ACC as eligible for cover in respect of personal injury under the Accident Compensation Xxx 0000. Note the term “service user” includes a Claimant. Commencement Date The date when the term for any Service described in a Service Schedule commences as stated in that Service Schedule Coverage Area Described in the Service Schedule for any particular Service (and in respect of either Purchaser if relevant). Crew One or more ambulance staff Date of Expiry For any Service described in this Agreement has the meaning defined in the Service Schedule for that particular Service Emergency For medical cases, emergency means an ambulance response to a call from the public indicating that a person is triaged as life threatening or potentially life threatening by the EACC and services provided to a patient who requires medical attention (not caused by trauma) from the time of the EAS being notified of the need for services; to the time the patient arrives at a place of appropriate care, or completion of care/attendance at the scene. For ACC-related cases, emergency means an ambulance response to a call from the public indicating that a person is triaged as life threatening or potentially life threatening by the EACC and services provided to a patient who requires medical attention as a result of a personal injury caused by accident. Medical attention will be required from the time of the EAP being notified of the need for services to the time the patient arrives at the place of definitive care, or completion of care/attendance at the scene. EAS may start within 24 hours of suffering a personal injury or within 24 hours of being found after suffering a personal injury (whichever is the later). Emergency Ambulance Communications Centre (EACC) A call-receiving centre provided by a Provider, which receives requests for the provision of Emergency Ambulance Services and which dispatches and co-ordinates the response to these requests. Emergency Inter-hospital transfer For the purposes of an ACC-related transport, this is an Emergency Transport involving the transfer of a Claimant from one treatment facility to a higher level of care within 24 hours of suffering a personal injury or within 24 hours of being found after suffering a personal injury (whichever is the later) Emergency Transport For the purposes of an ACC-related transport, is transport by ambulance as defined under the IPRC (Ancillary Services) Regulations 2002 that: (a) starts within 24 hours of a Claimant suffering a personal injury or being found after suffering a personal injury, whichever is the later, and (b) is necessary for the purposes of obtaining treatment urgently for the Claimant’s personal injury, and (c) is required to be provided under this Agreement to discharge ACC’s liability for “Emergency Transport” under the IPRC (Ancillary Services) Regulations, and that (d) is by an ambulance that has been dispatched at the request of an Emergency Ambulance Communications Centre. GST Goods and services tax under the Goods and Services Tax Xxx 0000 Health Practitioner As defined at section 5 of the Health Practitioners Competence Assurance Xxx 0000. Health Professional Authority Any authority or body that is empowered by or under any law, or the rules of any body or organisation, to exercise disciplinary powers in respect of any person who is involved in the supply of Health and Disability Services Injured Employee A person who has suffered a work-related personal injury and who was, at the time the work-related personal injury was suffered, an employee of an Accredited Employer in that employment and “Injured Employees” has a corresponding meaning. Insolvency Event (a) the appointment of a receiver or receiver and manager or statutory manager in respect of the whole or part of the activity or property of the provider; (b) the Provider entering into; or resolving to enter into; a scheme of arrangement or composition for the benefit of creditors or any class of creditors; or (c) the Provider suspending or stopping payment to its creditors generally or ceasing to carry on business as normal; or threatening or stating that it will do any of those things. Inter-hospital transfer A transfer of Claimants between publicly funded hospitals, for the purpose of accessing appropriate treatment that is not available at their existing facility. IPRC (Ancillary Services) Regulations The Injury Prevention, Rehabilitation, and Compensation (Ancillary Services) Regulations 2002. Job Cycle Time The total elapsed time from the receipt of a call until the patient arrives at a medical facility.

Appears in 2 contracts

Samples: Agreement for Services, Agreement for Services

Access. Landlord To the extent that the Site or Landlord’s agents other areas where work is to be performed hereunder is presently owned or controlled by parties other than those bound by this Agreement, the Applicant shall have obtain, or shall use its best efforts to obtain access agreements from the right present owners. Best efforts shall include at a minimum, a certified letter from Applicant to enter the Premises present owner of such property requesting an access agreement to permit Applicant, RRC, their authorized representatives and persons designated by the RRC in accordance with NRC, access to such property. Any such access agreement shall be incorporated by reference into this Agreement. Such an agreement shall provide access for Applicant, RRC and authorized representatives of RRC, and persons designated by the RRC in accordance with NRC, as specified below. In the event that such access agreement is not obtained, the Applicant shall so notify RRC, which may then, at its discretion, assist the Applicant in gaining access. The Applicant shall provide authorized representatives of RRC access to the Site and other areas where work is to be performed at all reasonable times andtimes. Such access shall be related solely to the work being performed on the Site and shall include, except in but not be limited to inspecting records, operating logs and contracts related to the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine Site; reviewing the same and to show them to prospective purchasers progress of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant Applicant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with carrying out the terms of this LeaseAgreement; conducting such tests, inspections, and sampling as RRC may deem necessary; using a camera, sound recording, or other documentary type equipment for field activities; and verifying the data submitted to RRC by the Applicant hereunder. The Applicant shall permit RRC’s authorized representatives to inspect and copy all records, files, photographs, documents, and other writings, including all sampling and monitoring data, which pertain to this Agreement and over which the Applicant may exercise control. All persons with access to the Site pursuant to this Agreement shall comply with submitted health and safety plans. The RRC does not approve health and safety plans.

Appears in 2 contracts

Samples: Voluntary Cleanup Program Agreement, Voluntary Cleanup Program Agreement

Access. Landlord or Landlord’s agents (a) From the date hereof through the Closing Date (a period not less than 60 days from the date hereof) and upon reasonable advance notice from Buyer, Sellers will allow Buyer and its Representatives full access during normal business hours to, and will furnish them with, all documents, records, work papers and information with respect to the Purchased Business and the Purchased Assets as Buyer may reasonably request; provided, however, that such physical access to the properties owned and operated by Sellers in relation to environmental matters shall be subject to Section 6.1(b). (b) From the date hereof through the thirtieth business day prior to the Closing Date and subject to the terms and conditions set forth in this Section 6.1 and Section 6.2, Buyer and its Representatives shall have the right to enter conduct in relation to the Premises Transferred Real Property a Phase I Environmental Site Assessment conforming to ASTM E-1527-05 using such licensed and reputable consultant as shall be previously approved by Sellers, provided that such approval shall not be unreasonably withheld or delayed by Sellers (a “Phase I ESA”), which may include, if Buyer so desires, a limited compliance assessment. No later than twenty (20) days prior to the Closing Date, Buyer shall provide each Phase I ESA to Sellers. If such Phase I ESA identifies and describes a Potentially Material Environmental Condition and includes a recommendation to perform additional assessment or investigation at all reasonable times andany Transferred Real Property, except in Sellers shall have the case right within five (5) business days of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers receipt of the building, and Phase I ESA to make remove such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall Transferred Real Property from the Purchased Assets to be allowed conveyed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiseBuyer under this Agreement; provided, however, Landlord diligently pursues that if such repairsTransferred Real Property is a parcel of Transferred Owned Real Property, alterationsthen the Purchase Price shall be reduced at Closing by the Allocated Value attributable to such Transferred Owned Real Property set forth in Schedule 6.1; and further provided that if any such Transferred Real Property is a Critical Property, improvements then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of such Critical Property. If Sellers do not notify Buyer of the removal of such Transferred Real Property from the Purchased Assets to be conveyed to Buyer within five (5) business days of receipt of the Phase I ESA, Buyer shall have the further right to conduct a subsurface investigation (“Phase II ESA”) limited to the Potentially Material Environmental Condition so described using a licensed and reputable consultant previously approved by Sellers, provided that such approval shall not be unreasonably withheld or additionsdelayed by Sellers. (i) All environmental assessments of the Transferred Real Property by Buyer and its Representatives shall be conducted in the presence of a Representative of Sellers, and shall be conducted at Buyer’s sole cost and expense. During Buyer shall indemnify, defend and hold harmless Seller from and against all costs, loss, damage, liability and expense, including reasonable attorneys’ fees, relating to or arising from the six activities Buyer or Buyer’s Representatives conducted pursuant to this Section 6.1(b); (6ii) month period Buyer shall not conduct any invasive testing at any Transferred Real Property prior to the expiration providing Sellers with a copy of the term relevant Phase I ESA, a written description of this Lease the proposed invasive testing, and a reasonable period of time to provide comments, which Buyer agrees to consider in good faith, provided that approval to conduct any recommended Phase II ESA invasive testing shall not be unreasonably withheld or delayed by Sellers. For any renewal terminvasive sampling, Sellers shall have the right, but not the obligation, to take split samples; (iii) For Buyer’s environmental assessment activities, Sellers will provide reasonable access to the Transferred Owned Real Property; for the Transferred Leased Real Property, Sellers will reasonably cooperate with Buyer in contacting the owners of the Transferred Leased Real Property directly to attempt to arrange for access for the purposes of environmental assessment; (iv) Unless and until Closing occurs, unless Tenant shall have exercised otherwise required by Environmental Law, Buyer will not disclose the results of its then right environmental assessment activities to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein containedany Governmental Authority; provided, however, that if Buyer is compelled to disclose such results then Buyer shall notify Sellers not less than fourteen (14) days in advance of any such disclosure and will simultaneously furnish Sellers and their counsel with copies of all materials to be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for disclosed and shall at the care, maintenance, or repair expense of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to Sellers use commercially reasonable efforts to avoid contact assist counsel in resisting and/or preparing to make such disclosure; and (v) While performing any Phase I ESA or Phase II ESA, Buyer and its Representatives must comply with such confidential patient records or other information when access Sellers’ written environmental and safety rules and policies at any Transferred Owned Real Property, and with the third-party owner’s written environmental and safety rules and policies at any Transferred Leased Real Property, to the Premises by Landlord is permitted hereunder, extent copies of such rules and Landlord shall be accompanied by an agent or employee policies are provided to Buyer and its Representatives in advance of Tenant when entering the Premises in accordance with the terms of this Leasesuch activities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Key Energy Services Inc), Asset Purchase Agreement (Patterson Uti Energy Inc)

Access. Landlord or Tenant shall have access to the Building and the Garage seven (7) days per week, twenty-four (24) hours per day, subject to Landlord’s agents rights set forth in paragraph 4.3.1, above. Tenant shall permit Landlord and Landlord’s Agents to enter into the Premises at any time on at least one (1) Business Day’s notice {except in case of emergency involving the possibility of injury or death to persons or damage to property within the Building, in which case no notice shall be required), subject to Tenant’s reasonable security requirements which had been delivered in writing to Landlord prior to the date of entry by Landlord, which may include the need to sign in, provide identification and, except in emergencies, be escorted by an employee of Tenant (provided that Tenant makes one of its employees available for such purpose during normal business hours on the date and time requested by Landlord) for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph 4.8 shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, and so long as same does not deprive Tenant of all reasonable access to the Premises, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Landlord shall have the right right, upon one (1) Business Day’s prior notice to Tenant, to enter the Premises at all reasonable times and, except in any time during the case of emergency, on not less than forty-eight last twelve (4812) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers months of the building, and to make such repairs, alterations, improvements Lease Term or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, at any time without notice during the same constituting occurrence of an eviction Event of Tenant in whole or in part and Default for the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason purpose of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants or purchasers, and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Premises are available. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least ten (10) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises prior to vacating. In the event that Tenant fails to timely deliver such notice to Landlord and a joint inspection of the Premises does not occur prior to Tenant’s vacating the Premises or any part thereofthe last day of the Lease Term, except as otherwise herein specifically providedwhichever comes first (the “Outside Inspection Date”), Landlord’s inspection of the Premises upon one (1) Business Day’s notice to Tenant of such inspection after the Outside Inspection Date shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration, unless Tenant participates in such inspection. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required to maintain the privacy or any of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Tenant’s Agents, or other information when access to persons claiming the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee right of Tenant when entering the Premises in accordance with the terms of this Leaseadmittance.

Appears in 2 contracts

Samples: Deed of Lease (Opower, Inc.), Deed of Lease (Opower, Inc.)

Access. (a) Subject to applicable governmental laws, rules and regulations, Landlord or Landlord’s and its agents shall have the right following not less than seventy-two hours’ notice (except in an Emergency (as hereinafter defined)) to enter the Premises at all reasonable times andfor the purpose of examining or inspecting the same, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine showing the same and to show them to prospective purchasers or tenants of the buildingBuilding (in the final 9 months of the term), and as necessary to make such repairs, alterations, improvements or additions as perform its obligations hereunder. Landlord may erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably deem required by the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or desirablepermitted hereunder, and Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the Premises and to minimize any such interference. (b) Tenant shall have the exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building upon which a portion of the Premises is located. In exercising its rights pursuant to this Section 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to install additional equipment within such closets at Tenant’s expenses, subject to the prior written consent of Landlord, which consent shall not be allowed unreasonably withheld. Tenant shall indemnify and hold Landlord harmless for any damages incurred by Landlord arising from the acts or omissions of Tenant, its agents, employees and contractors in such telecom and electric closets. (c) As used herein, the term “Emergency” shall mean an event requiring immediate action, e.g., danger to take all material into and upon said Premises that may be required thereforehealth, without the same constituting an eviction of Tenant in whole life or in part and the Rent reserved shall in no way xxxxx while said repairsproperty, alterationsfire water seepage, improvements, sewer backup or additions are being made, by reason of loss cessation or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During any facility servicing the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaselike.

Appears in 2 contracts

Samples: Lease Agreement (Rocket Companies, Inc.), Lease Agreement (Rocket Companies, Inc.)

Access. Landlord or Landlord’s agents shall have the right to and their designated representative(s) may enter the Premises at all in order to do any of the following: 1. Upon reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to TenantTenant and at reasonable times: i. inspect the Premises; ii. make necessary or agreed repairs, to examine the same and to show them to prospective purchasers of the building, and to make such repairsdecorations, alterations, improvements or additions as Landlord may reasonably deem improvements; iii. supply necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additionsagreed services; iv. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasersactual mortgagees, and workmen, contractors, appraisers and/or representatives of any Owners' Association. 2. After notice of termination of this lease by Landlord or Tenant beginning ninety days preceding the expiration of the lease term, place a "For Sale" or "For Lease" sign upon the premises in addition to a realtor lockbox and exhibit the usual notices “To Let” premises to prospective and/or actual purchasers and/or tenants at reasonable times and during reasonable hours. 3. In case of emergency, where it is impractical for Landlord to give reasonable notice to Tenant of Landlord's intent to enter the Premises, or “For Sale” which notices in case the Premises have been vacated, abandoned, or surrendered by Tenant, the Premises may be entered by Landlord, and/or their duly designated representative(s) without notice to the Tenant. If Tenant does not keep any scheduled maintenance appointment, or fails to allow access during regular business hours for purposes of accomplishing any of the above objectives, Tenant shall permit bear any additional expense incurred by Landlord as a result of Tenant's failure to remain thereon without molestation. Nothing herein contained, however, shall be deemed keep the appointment or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair Tenant's denial of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by to Landlord. If the Tenant refuses to allow or prevents access to the Landlord is permitted hereunderas provided herein, Landlord may obtain injunctive relief to compel access or may terminate this Lease. In either case, Landlord may recover actual damages sustained and Landlord reasonable attorney's fees. 4. Should it become necessary to make repairs or to decorate the Premises, Landlord, whenever possible, shall be accompanied by an agent or employee of make arrangements for contracted workers to coordinate with Tenant the time and date when entering workers may enter the Premises in accordance with order to accomplish the terms work. It then shall be the Tenant's responsibility to insure that these workers have access to the Premises at a time and date convenient to both Tenant and workers and that this time and date should be during the regular business hours of this Leasethe firm doing the work. 5. Tenant hereby covenants and agrees to complete any forms required by the Rules and Regulations and/or Association Documents and to give Landlord permanent authorized admittance to the Premises throughout the Lease Term and any renewal, extension, or holdover term.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Access. Landlord (a) Between the date of this Agreement and the Closing Date, Seller shall provide Purchaser and its authorized representatives access, upon reasonable notice and during normal business hours, to copies of Seller's confidential, proprietary and non-public information ("Confidential Information") including without limitation Seller's books, records, contracts, documents, Loan files, and other information of or Landlord’s agents relating to the Branch Offices except the Confidential Information that Seller is by law not permitted to disclose. (b) Purchaser's investigations shall have be conducted in a manner which does not unreasonably interfere with Seller's normal operations, customers, and employee relations. Seller and its employees shall cooperate with and assist Purchaser to perform said investigations. (c) All of Seller's Confidential Information shall be treated as and remain the right sole property of Seller. If the transactions contemplated by this Agreement do not occur, Purchaser and its representatives shall return to enter Seller, or destroy, all of Seller's Confidential Information, and all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall certify to the Premises return or destruction of such Confidential Information. (d) Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that is not acquired by Purchaser. Purchaser shall not directly or indirectly use Seller's Confidential Information for any purpose other than the consummation of this Agreement. (e) Purchaser's obligations to keep confidential and to not disclose Seller's Confidential Information shall not apply to any information which was (i) in Purchaser's possession prior to its disclosure by Seller, (ii) generally known to the public, (iii) rightfully disclosed to Purchaser by a third party or (iv) disclosed pursuant to a securities filing or requirement of law following at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours least 30 days prior written notice to Tenant, to examine the same and to show them to prospective purchasers Seller. (f) Upon receipt of all of the buildingRequisite Regulatory Approvals other than the expiration of any statutory waiting period relating thereto, and upon notice to make such repairsSeller of a proposed Closing Date, alterations, improvements or additions as Landlord Purchaser may reasonably deem necessary or desirablecommunicate with, and Landlord deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the Branch Offices concerning (i) the transactions contemplated by this Agreement and (ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's prior written consent (which consent shall not be unreasonably withheld) and shall be allowed made at Purchaser's sole cost and expense. Seller, if so requested by Purchaser, shall on behalf and at the sole cost and expense of Purchaser, furnish information and communications to take all material into depositors, Loan borrowers, and upon said Premises that other customers of the Branch Offices in a commercially reasonable manner. (g) Except as may be required thereforein connection with the obtaining of the Requisite Regulatory Approvals, without Purchaser shall not disclose to any person, including to employees of the same constituting an eviction Branch Offices, the possible closing of Tenant in whole or in part and any of the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period Branch Offices prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseClosing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (First Nationwide Parent Holdings Inc), Purchase and Sale Agreement (First Nationwide Holdings Inc)

Access. Section 17.1 Landlord shall at all times during the Term have the right and privilege to enter the Premises for the purpose of inspecting the same to ensure compliance by Tenant with all of the provisions set forth in this Lease or for the purpose of showing the same to prospective purchasers or Mortgagees thereof. Landlord shall also have the right and privilege at all times during the Term to post notices of non-responsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the Term, Landlord shall have the right and privilege to enter the Premises at reasonable times during business hours for the purpose of exhibiting the same to prospective new tenants. Notwithstanding the foregoing, Landlord will not access patient or medical information which is protected from such access by Federal or State privacy laws, including the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) and the regulations promulgated thereunder, as amended, and Landlord will respect patient’s rights to privacy of their own rooms and possessions. Section 17.2 Landlord shall at all times during the Term have the right to enter the Premises or any part thereof for the purpose of making such repairs or Alterations therein as Landlord deems reasonably necessary or advisable following the failure of Tenant to make any such repairs or Alterations required by this Lease beyond any applicable notice and cure period which required repairs or Alterations must be supported by an engineering report from an engineer reasonably acceptable to Landlord and Tenant, and reasonably agreed to by both Landlord and Tenant, but such right of access shall not be construed as obligating Landlord to make any repairs to or replacements to the Premises or as obligating Landlord to make any inspection or examination of the Buildings. Tenant shall pay to Landlord’s agents , on demand, as Supplementary Rent hereunder, all amounts expended by Landlord pursuant to this Section 17.2 which amounts shall bear interest at the Default Rate until paid, if Tenant shall have failed to make said repairs within fifteen (l5) days of the receipt of said report. In the event of an emergency, Landlord shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Lease.

Appears in 2 contracts

Samples: Operating Lease (Griffin-American Healthcare REIT II, Inc.), Master Lease (Griffin-American Healthcare REIT II, Inc.)

Access. Landlord or Landlord’s agents Sublessor shall have the right to enter upon or obtain access to the Sublet Premises or any part thereof without charge at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours upon reasonable prior written notice to Tenantinspect the Sublet Premises, or to examine the same and to show them to prospective purchasers otherwise exercise or perform any of the buildingrights or obligations of Sublessor under the Lease or this Sublease. At any time during the Term of this Sublease, and to make such repairsSublessor may, alterationsat Sublessor’s option, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material enter into and upon said the Sublet Premises if Sublessor determines in its sole discretion that may be required thereforeSublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Lease, and correct the same after providing written notice, without the same constituting an being deemed in any manner guilty of trespass, eviction of Tenant in whole or in part forcible entry and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss detainer and without incurring any liability for any damage or interruption of Sublessee’s business of Tenantresulting therefrom. If Sublessee shall have vacated the entire Sublet Premises, or otherwise; providedhas not paid Rent and is in default beyond any applicable cure period, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During Sublessor may at Sublessor’s option reenter the Sublet Premises at any time during the last six (6) month period prior to the expiration months of the term then current Term of this Lease Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Sublet Premises as Sublessor shall elect, all without any renewal term, unless Tenant shall have exercised its then right to renew the term abatement of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as Rent otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises be paid by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of Sublessee under this LeaseSublease.

Appears in 2 contracts

Samples: Sublease (Encore Capital Group Inc), Sublease (Encore Capital Group Inc)

Access. Landlord or Landlord’s agents a. When appropriate, MOTRICITY shall have reasonable access to CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the right parties in order to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours enable MOTRICITY to perform its obligations under this Agreement. MOTRICITY shall coordinate such access with CINGULAR’s designated representative prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make visiting such repairs, alterations, improvements premises. MOTRICITY insures CINGULAR that only persons employed by MOTRICITY or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall subcontracted by MOTRICITY will be allowed to take all material into enter CINGULAR’s premises. If CINGULAR requests MOTRICITY or its subcontractor to discontinue furnishing any person provided by MOTRICITY or its subcontractor from performing work on CINGULAR’s premises, MOTRICITY shall immediately comply with such request. Such person shall leave CINGULAR’s premises promptly and upon said Premises that may be MOTRICITY shall not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. The parties agree that, where required thereforeby governmental regulations, without it will submit satisfactory clearance from the same constituting an eviction U.S. Department of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairsDefense and/or other federal, alterations, improvementsstate, or additions are being madelocal authorities. b. CINGULAR may require MOTRICITY or its representatives, including employees and subcontractors, to exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to CINGULAR’s premises for the performance of Services. If, for any reason, any MOTRICITY representative is no longer performing such Services, MOTRICITY shall immediately inform CINGULAR. Notification shall be followed by reason the prompt delivery to CINGULAR of loss or interruption of business of Tenantthe identification credentials, if issued by CINGULAR, or otherwise; provideda written statement of the reasons why said identification credentials cannot be returned. c. MOTRICITY shall insure that its representatives, howeverincluding employees and subcontractors will, Landlord diligently pursues such repairswhile on or off CINGULAR’s premises, alterations, improvements or additions. During the six perform Services which (6i) month period prior conform to the expiration of the term of this Lease or any renewal termSpecifications, unless Tenant shall have exercised its then right to renew the term of this Lease(ii) protect CINGULAR’s Material, Landlord may exhibit the Premises to prospective tenants or purchasersbuildings, and place upon structures, (iii) do not interfere with CINGULAR’s business operations, and (iv) perform such Services with care and due regard for the premises safety, convenience, and protection of CINGULAR, its employees, and property and in full conformance with the usual notices “To Let” policies specified in the CINGULAR Code of Conduct, which prohibits the possession of a weapon or “For Sale” an implement which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, can be used as a weapon. d. MOTRICITY shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, responsible for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges insuring that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact all persons furnished by MOTRICITY work harmoniously with such confidential patient records or other information all others when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseon CINGULAR’s premises.

Appears in 2 contracts

Samples: Master Services Agreement (Motricity Inc), Master Services Agreement (Motricity Inc)

Access. Landlord From and after the Effective Date through the Closing, Buyer, personally or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements through its authorized agent or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, howeverrepresentatives, shall be deemed or construed entitled, upon reasonable advance notice to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability Seller (and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises at all times strictly in accordance with the terms of the Lease), to enter upon the Property during normal business hours and shall have the right to make such investigations, including Tenant interviews, appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems reasonably necessary or advisable. Buyer shall have the right to conduct a Phase I environmental site assessment, and, if necessary and agreed to in writing by Seller, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, with respect to the Property). Buyer’s activities at the Property shall be conducted diligently, at all times in accordance with the Lease and in such a manner so as not to unreasonably interfere with the occupancy of the Tenant or its employees, licensees or invitees. Regarding Buyer’s investigations, in addition to the forgoing: a. Prior to its conduct of any inspection activities, Buyer must deliver evidence satisfactory to Seller that Buyer has insurance for its proposed inspection activities, in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller, and that Seller and the Tenant have been named as additional insureds with respect to said insurance coverages; b. Buyer must notify Seller not less than three (3) business days in advance of Buyer’s plans to conduct tests so that Seller may be present during the tests; c. if the Land or Improvements are altered or otherwise affected physically because of Buyer’s inspections, Buyer must return the Land or Improvements to their pre-inspection condition immediately after the alteration occurs; d. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three (3) days after their preparation or receipt by Buyer; e. Buyer must abide by any other reasonable entry rules imposed by Seller or the Tenant; f. Seller shall, at Seller’s cost and expense, turn on, run and maintain, without any interruption in service, electrical power and all utilities to the Property (to the extent the Seller is permitted access to the same) to facilitate Buyer’s testing and investigations; g. Buyer will indemnify, defend, and hold Seller harmless from any loss, reasonable attorney’s fees, expenses and claims of whatsoever nature arising out of or relating to Buyer’s investigation of the Land or Improvements, except remediation of existing conditions discovered by Buyer’s inspections. The obligations of Buyer under this Leaseprovision will survive termination of this Agreement and Closing; and h. Buyer releases Seller and those persons acting on Seller’s behalf from all claims and causes of action (including claims for attorney’s fees and court and other costs) resulting from Buyer’s investigation of the Land or Improvements.

Appears in 2 contracts

Samples: Real Estate Purchase Agreement (US Federal Properties Trust Inc.), Real Estate Purchase Agreement (US Federal Properties Trust Inc.)

Access. (a) Premises shall be permitted by Tenant only to Tenant's employees, retail dealers and to buyers, employees and agents doing business with Tenant and invitees of Tenant, but not to the general public. Landlord reserves the right to exclude from the Building and the Premises any person whom it may consider an improper person or whose presence it considers detrimental to the Building or to Landlord or Landlord’s agents to any other tenants. (b) Notwithstanding anything to the contrary in this Paragraph 9 and in addition to the rights granted to Landlord pursuant to Paragraph 13(c) below, Landlord may enter the Premises at reasonable times during the regular business hours of Tenant to (i) inspect the Premises; (ii) exhibit the Premises to prospective purchasers, mortgagees or tenants; (iii) determine whether Tenant is complying with all its obligations under this Lease; (iv) supply any service to be provided by Landlord to Tenant under this Lease; (v) post notices of nonresponsibility and (vi) post "for Lease" signs of reasonable size upon the showroom windows of the Premises during the last one hundred twenty (120) days of the Term. A designated representative of Landlord shall at all times have and retain a key to unlock all of the doors, in, on and about the Premises (excluding Tenant's vaults, safes and similar areas designated in writing by Tenant in advance) and Landlord shall have the right to enter use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as obtained by Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenantany means, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall not under any circumstances be construed or deemed to be a forcible or construed to impose upon Landlord any obligation, responsibility unlawful entry into or liability whatsoever, for the care, maintenance, or repair a detainer of the Premises or any part thereofan eviction, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records actual or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee constructive of Tenant when entering from the Premises in accordance with the terms of this LeasePremises, or any portion thereof.

Appears in 2 contracts

Samples: Lease Agreement (Keller Manufacturing Co), Lease Agreement (Keller Manufacturing Co)

Access. Landlord or Landlord’s agents shall have reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times and, except in the case cases of emergency, on not less than forty-eight (48) hours prior written notice to Tenantafter giving Tenant reasonable notice, to examine inspect the same and Premises, to supply any service to be provided by Landlord hereunder, to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, mortgagees or tenants (during the last year of the Term), to post notices of nonresponsibility, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein containedalter, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, improve or repair the Premises and any portion of any of the Buildings, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Buildings where reasonably required by the character of the work to be performed. Landlord will comply with legal access restrictions applicable to special security areas in the Premises. Landlord shall use reasonable efforts not to unreasonably interfere with Tenant’s use of the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any part thereofother loss occasioned thereby. All locks for all of the doors in, except as otherwise herein specifically providedupon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to the Buildings master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall give Tenant reasonable notice during business hours prior have the right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain entry to any entry. Landlord acknowledges that Tenant is a health care provider subject to portion of the Health Insurance Portability Premises, and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access any entry to the Premises or portions thereof obtained by Landlord is permitted hereunderby any of said means, and Landlord or otherwise, shall not under any circumstances be accompanied by construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an agent eviction, actual or employee constructive, of Tenant when entering from the Premises in accordance with the terms of this Leaseor any portion thereof.

Appears in 2 contracts

Samples: Lease Agreement (Google Inc.), Lease (Silicon Graphics Inc)

Access. Landlord or Tenant shall give Landlord’s , its agents shall have the right and employees, access to enter the Premises at all reasonable times andupon at least 24 hours prior notice (which may be oral), except and at any time in the case of emergencyan emergency (without notice), on not less than forty-eight without charge or diminution of rent, to enable Landlord (48i) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions and alterations as Landlord may reasonably be permitted to make hereunder or as Landlord may deem advisable for the preservation of the integrity, safety and good order of the Building or any part thereof; and (ii) upon reasonable notice, to show the Premises to prospective mortgagees and purchasers and to prospective tenants and in so doing, Landlord will use commercially reasonable efforts to minimize disruption of Tenant’s use and occupancy of the Premises. If representatives of Tenant shall not be present on the Premises to permit entry upon the Premises by Landlord or its agents or employees, at any time when such entry by Landlord is necessary or desirablepermitted hereunder, Landlord may enter the Premises by means of a master key (or, in the event of any emergency, forcibly) without any liability whatsoever to Tenant and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same such entry constituting an eviction of Tenant in whole or in part and a termination of this Lease. Landlord shall not be liable by reason of any injury to or interference with Tenant or Tenant’s business arising from the Rent reserved shall in no way xxxxx while said making of any repairs, alterations, improvements, additions or additions are being made, by reason of loss improvements in or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior the Building or to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. appurtenance or any equipment therein; provided Landlord agrees to use commercially reasonable efforts to avoid contact with minimize disruption of Tenant’s use and occupancy of the Premises. If at any time during the term of this Lease Tenant vacates or abandons the Premises, Landlord may enter the Premises at any time thereafter and without notice to Tenant, for the purpose of making such confidential patient records or other information when access improvements to the Premises by as Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering deems reasonably necessary to make the Premises in accordance with the terms of this Leasepresentable and marketable, all at Tenant’s expense.

Appears in 2 contracts

Samples: Office Lease (Celator Pharmaceuticals Inc), Office Lease (Celator Pharmaceuticals Inc)

Access. (a) Subject to applicable governmental laws, rules and regulations, Landlord or Landlord’s and its agents shall have the right following not less than seventy-two hours’ notice (except in an Emergency (as hereinafter defined)) to enter the Premises at all reasonable times andfor the purpose of examining or inspecting the same, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine showing the same and to show them to prospective purchasers or tenants of the buildingBuilding (in the final 9 months of the term), and as necessary to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiseperform its obligations hereunder; provided, however, that Landlord diligently pursues such repairsmay not enter the Premises without being accompanied by a representative of Tenant, alterationsand Tenant may restrict Tenant’s access to confidential or secure areas, improvements or additionsdetermined in Tenant’s sole discretion. During Landlord may erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the six (6) month period prior Premises where reasonably required by the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. Notwithstanding the foregoing, Landlord may enter the Premises in instances of emergencies involving imminent threat of material physical damage to the expiration of Building or personal injury, and in such case Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the term of this Lease or Premises and to minimize any renewal term, unless such interference. (b) Tenant shall have exercised its then the exclusive right (via card reader devices or equipment) to renew access the term telecom and electric closets on each floor of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place Building upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a portion of the Premises or any part thereofis located. In exercising its rights pursuant to this Section 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to install additional equipment within such closets at Tenant’s expenses, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall indemnify and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. hold Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises harmless for any damages incurred by Landlord is permitted hereunderarising from the acts or omissions of Tenant, its agents, employees and Landlord contractors in such telecom and electric closets. (c) As used herein, the term “Emergency” shall be accompanied by mean an agent event requiring immediate action, e.g., danger to health, life or employee property, fire water seepage, sewer backup or cessation or interruption of Tenant when entering any facility servicing the Premises in accordance with the terms of this Leaselike.

Appears in 2 contracts

Samples: Lease Agreement (Rocket Companies, Inc.), Lease Agreement (Rocket Companies, Inc.)

Access. 12.1 Following reasonable advanced notice to Tenant, except in the case of an emergency, when no notice shall be required, Landlord or Landlordits representative, or designees, may enter the Premises at reasonable times under the circumstances, whether or not during business hours, to inspect the Premises, to enforce any provisions of this Lease, to make or cause to be made such repairs and improvements, or to perform such maintenance, including the maintenance of the Building Equipment, as may be required of Landlord hereunder or as Landlord may deem necessary or desirable, to cure defaults of Tenant pursuant to the rights granted Landlord under Article XXIII hereof, to repair any utility lines or system or systems servicing other parts of the Building or the Project, to rectify any condition in the Premises adversely affecting other occupants of the Building or the Project, to alter, renovate and decorate the Premises at any time during the Term if Tenant shall have removed all or substantially all of Tenant’s Property from the Premises, or, during the last twelve (12) months of the Term, to exhibit the Premises to others. Landlord or its representative may bring upon the Premises all things necessary to perform any work any work to be done in the Premises pursuant to this Section 12.1. Landlord agrees, however, that all such repairs, Improvements and maintenance shall be made with a minimum of inconvenience to Tenant and that Landlord will diligently proceed therewith to completion but without obligation to employ overtime labor and subject to Unavoidable Delays. If Tenant, its agents or employees shall not be present or shall not permit an entry into the Premises at any time when such entry shall be permissible, Landlord may use a master key (or master code, card or switch if Tenant’s security system is other than conventional locks and keys), or, in the case of an emergency, forcibly enter the Premises. Subject to reasonable prior notice, except in the event of an emergency, the Superior Lessor and the Superior Mortgagee shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, any time to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements Premises or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair purpose of the Premises or exercising any part thereof, except as otherwise herein specifically provided. right reserved to Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of under this LeaseSection.

Appears in 2 contracts

Samples: Lease Agreement (Cerecor Inc.), Lease Agreement (Cerecor Inc.)

Access. Tenant shall have at all times during the Lease Term twenty four (24) hours a day, seven (7) days a week, 365 days a year), reasonable access to the Common Areas, including, without limitation, elevators and rooftop, and full and exclusive access to the Premises, which includes from the top of the floor slab below the Premises to the bottom of the floor slab for the units above the Premises without obtaining Landlord’s consent; and non-exclusive use of the area below the Premises’ Floor slab and the ceiling of the units below the Premises (the “Subfloor Area”) with Landlord’s advance consent, which will not be unreasonably withheld, conditioned or delayed. Tenant’s non-exclusive use of the Subfloor Area will include, but not be limited to, the purposes of construction and installation of Tenant’s alterations and improvements, and for maintenance, repair and replacement of improvements, equipment, and cabling and other property of Tenant. Landlord reserves the right to, and Tenant agrees to permit Landlord or Landlord’s its agents shall have the right to or representatives to, enter the Premises at all reasonable times andPremises, except in without charge therefor to Landlord and without diminution of the case of emergency, on not less than forty-eight (48) hours prior written notice to rent payable by Tenant, (i) to examine examine, inspect and protect the same Premises and to show them to prospective purchasers of the buildingBuilding, and (ii) to make such repairs, alterations, improvements or additions alterations and/or repairs as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that in Landlord’s reasonable judgment may be required thereforeby law or be necessary to maintain the Project in good condition and repair in accordance with Article 8 hereof, without (iii) with respect to the same constituting an eviction of Tenant in whole or in part and Terminated Space during the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six nine (69) month period prior to the expiration of Reduction Date and with respect to the term of this Lease or any renewal term, unless Premises after Tenant shall have exercised has failed to exercise its then right to renew this Lease for the term of next Extended Term, to conduct tours and otherwise market such space after providing reasonable prior notice to Tenant, and (iv) to otherwise comply with and carry out Landlord’s obligations under this Lease; provided, however, except when Landlord reasonably deems an Emergency exists, (w) Tenant may exhibit establish reasonable time of day restrictions on Landlord and/or third party entry to the Premises to prospective tenants or purchasersavoid disruption of Tenant’s broadcast operations, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant (x) Landlord shall permit not be entitled to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord access any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair portion of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges in a manner that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) unreasonably interferes with Tenant’s use of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms Permitted Uses, (y) any Landlord entry shall be subject to Tenant’s right to refuse access to any such agent or representative of Landlord (other than those that have been pre-approved for access) if, in Tenant’s reasonable opinion, such persons will compromise the confidentiality and/or security of the Premises and/or Tenant’s business operations, and (z) Tenant may require visitors who are not agents or contractors of Landlord to enter into a non-disclosure agreement satisfactory to Tenant prior to any entry to the Premises. In connection with any such entry, Landlord shall (A) minimize the disruption to Tenant’s use of the Premises, (B) give Tenant reasonable advance written and email (if possible) notice of such entry, which shall not be less than one (1) Business Day advance notice (except when Landlord reasonably deems an Emergency exists, in which case, no notice is required), and (C) endeavor to conduct such entry only during normal working hours (except when Landlord reasonably deems an Emergency exists). Tenant may at Tenant’s cost, at its option, require that Landlord be accompanied by a representative of Tenant during any such entry (except in circumstances where Landlord reasonably deems an Emergency exists). Tenant will provide Landlord with an Emergency contact person and phone number, which Landlord shall attempt to contact even in circumstances where Landlord reasonably deems an Emergency exists, to the extent practical. If Landlord reasonably deems an Emergency exists, then Landlord will notify the Tenant contact at the Emergency telephone contact number provided herein and will not enter the Premises unless accompanied by a Tenant representative and otherwise in compliance with the provisions of this Section 11.1, unless (1) Tenant fails to answer the telephone, or (2) Tenant waives such escort, or (3) waiting for a Tenant escort is unreasonable given the nature of the Emergency. If Landlord enters the Premises in case of an Emergency without prior notice to Tenant as provided in this Lease, Landlord shall promptly, after such entry, notify Tenant of such entry and the events giving rise to such entry.

Appears in 2 contracts

Samples: Lease Agreement (Fisher Communications Inc), Purchase and Sale Agreement (Fisher Communications Inc)

Access. From and after the mutual execution and delivery of the Amendment, Landlord or and Landlord’s employees, agents and contractors shall have be granted access to the right to enter the Original Premises at all reasonable times and, except to the extent necessary in connection with the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers construction of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without Tenant Improvements within the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically providedExpansion Premises. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact minimize disruption to the use of the Original Premises during the construction of the Tenant Improvements. Tenant acknowledges that during construction of the Tenant Improvements that the areas of the Original Premises then being occupied by Tenant may not be separated from the work being performed by Landlord and Landlord’s contractors and that, as a result of Landlord’s construction of the Tenant Improvements, there may be construction noise, dust and related inconveniences to Tenant’s use of the Original Premises. Tenant hereby acknowledges and agrees that it shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Original Premises by Landlord and Landlord’s employees, agents and contractors nor their activities within the Original Premises in connection with such confidential patient records or other information when construction of the Tenant Improvements. Tenant hereby acknowledges and agrees that neither the access to the Original Premises by Landlord is permitted hereunderand Landlord’s employees, agents and Landlord contractors nor their activities within the Original Premises in connection with construction of the Tenant Improvements shall constitute nor be accompanied by an agent deemed to constitute a denial of Tenant’s access to, or employee of Tenant when entering interference with Tenant’s use of, the Premises in accordance with nor shall either constitute grounds for an abatement of Rent payable under the terms of this Lease.

Appears in 2 contracts

Samples: Lease, Lease (Puma Biotechnology, Inc.)

Access. The Tenant agrees to permit the Landlord or Landlord’s agents shall have and the right authorized representatives of the Landlord to enter the Demised Premises at all times during usual business hours upon reasonable times andnotice, except in provided Landlord does not unreasonably interfere with the case normal business operations of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine for the purpose of inspecting the same and to show them to prospective purchasers of the building, and upon Tenant's failing to make such repairsrepairs or failing to comply with laws, alterationsordinances, improvements rules, regulations or additions as Landlord may reasonably deem requirements, etc., making all necessary or desirable, repairs to the Demised Premises and Landlord shall be allowed to take all material into and upon said Premises performing any work therein that may be required thereforenecessary to comply with any laws, without the same constituting an eviction ordinances, rules, regulations or requirements of Tenant in whole any public authority or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term Board of this Lease Fire Underwriters or any renewal termsimilar body or that the Landlord may deem necessary to prevent waste or deterioration in connection with the Demised Premises. Nothing herein shall imply any duty upon the part of the Landlord to do any such work which, unless Tenant shall have exercised its then right to renew the term under any provision of this Lease, the Tenant may be required to perform, and the performance thereof by the Landlord shall not constitute a waiver of the Tenant's default in failing to perform the same. The landlord may during the progress of any work in the Demised Premises keep and store upon the Demised Premises all necessary materials, tools and equipment. The Landlord shall not in any event be liable for inconvenience, annoyance, disturbance, loss of business or other damage of the Tenant by reason of making repairs or the performance of any work in the Demised Premises, or on account of bringing materials, supplies and equipment into or through the Demised Premises during the course thereof, and the obligations of the Tenant under this Lease shall not thereby be affected in any manner whatsoever. The Landlord is hereby given the right during usual business hours to enter the Demised Premises upon reasonable notice, provided that Landlord does not unreasonably interfere with the normal business operations of Tenant, and to exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, same for the care, maintenance, purposes of sale or repair hire during the final nine months of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to Term and the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering entitled to display, on the Demised Premises in accordance such manner as not unreasonably to interfere with the terms of this LeaseTenant's business, the usual "For Sale" or "To Let" signs, and the Tenant agrees that such signs may remain unmolested upon the Demised Premises.

Appears in 2 contracts

Samples: Lease Agreement (Inter Parfums Inc), Lease Agreement (Jean Philippe Fragrances Inc)

Access. Landlord (a) Between the date of execution of this Agreement and continuing until the Closing Date, Seller will give Purchaser and its representatives access to the Pipeline Assets and access to the Records in Seller’s or Landlordthe Acquired Companies’ possession, for the purpose of conducting an investigation of the Acquired Companies and the Pipeline Assets and copying the Records, but only to the extent that Seller may do so without violating any obligations to any third party and to the extent that Seller or the Acquired Companies have authority to grant such access without breaching any restriction binding on Seller or the Acquired Companies. Such access by Purchaser shall be limited to Seller’s agents normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. All information obtained by Purchaser and its representatives under this Section shall be subject to the terms of Section 11.4(b)(v) and the terms of that certain confidentiality agreement among Anadarko E&P Onshore LLC, Western Gas Partners LP and Purchaser dated March 9, 2015, as amended (the “Confidentiality Agreement”). (b) Between the date of this Agreement and the date that is five (5) Business Days prior to the Closing Date, upon prior written notice to Seller, Purchaser shall have the right to enter conduct a Phase I Environmental Site Assessment of all or any portion of the Premises Pipeline Assets (the “Assessment”), which shall be conducted by TRC Companies, Inc. The Assessment shall be conducted at all reasonable times andthe sole cost and expense of Purchaser, except in and shall be subject to the case indemnity provisions of emergencySection 7.1(c) and Section 11.4(b)(v). Purchaser may not operate equipment or conduct any sampling, on not less than forty-eight boring, drilling or other invasive investigative activity with respect to the Pipeline Assets (48“Invasive Activity”) hours without the prior written notice consent of Seller, which consent may be withheld in Seller’s sole discretion. If Purchaser wishes to Tenantconduct an Invasive Activity, Purchaser shall furnish for Seller’s review and approval (which may be withheld in Seller’s sole discretion) a proposed scope of such Invasive Activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller shall have the right to be present during any Assessment of the Pipeline Assets and shall have the right, at its option and expense, to examine split samples with Purchaser, if applicable. The access granted to Purchaser under this Section 7.1(b) shall be limited to Seller’s normal business hours or as otherwise agreed in advance, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the same and to show them to prospective purchasers operation of the buildingPipeline Assets. Purchaser shall abide by Seller’s safety rules, regulations, and operating policies (including the execution and delivery of any documentation or paperwork, e.g., confidentiality agreements or liability releases, with respect to make such repairsPurchaser’s access to any of the Pipeline Assets) while conducting its due diligence evaluation of the Pipeline Assets. After completing any Assessment of the Pipeline Assets, alterationsPurchaser shall, improvements or additions as Landlord may reasonably deem necessary or desirableat its sole cost and expense, and Landlord shall be allowed restore the Pipeline Assets to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period their condition prior to the expiration commencement of such Assessment, unless Seller requests otherwise, and if Seller permits Purchaser to conduct an Invasive Activity, shall promptly dispose of all corings or other investigative-derived wastes generated in the course of such Invasive Activity. Purchaser shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Purchaser pursuant to any Assessment or other environmental due diligence activity (the “Environmental Information”) as strictly confidential in perpetuity, unless disclosure of any facts discovered through such Assessment is required, on the advice of counsel, under any Environmental Laws, other Laws, or to comply with any subpoena, court or administrative order or, following the Closing, any contractual or legal obligation of Purchaser. Purchaser shall provide Seller with a copy of the term final draft of this Lease all environmental reports prepared by, or on behalf of, Purchaser with respect to any renewal termAssessment or permitted Invasive Activity conducted on the Pipeline Assets. In the event that any necessary disclosures under applicable Environmental Laws are required, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” advice of counsel, with respect to matters discovered by any Assessment conducted by, for or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein containedon behalf of Purchaser, however, Purchaser agrees that Seller shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, the responsible party for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject disclosing such matters to the Health Insurance Portability and Accountability Act appropriate Governmental Bodies. (HIPAAc) of 1996 and in accordance therewithPURCHASER HEREBY AGREES TO DEFEND, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunderINDEMNIFY, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseRELEASE, PROTECT, SAVE AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, INCLUDING ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE SOLE, ACTIVE, PASSIVE, GROSS, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNITEES.

Appears in 2 contracts

Samples: Membership Interest Purchase and Sale Agreement (Legacy Reserves Inc.), Membership Interest Purchase and Sale Agreement (Legacy Reserves Lp)

Access. Landlord or Landlord(a) During the Term, Lessor hereby grants to Lessee and its respective Affiliates, agents, employees and contractors (collectively, “Lessee’s agents shall have the Parties”) for no additional consideration, an irrevocable, non-exclusive right of access to enter the Premises at all reasonable times and, except in the case and use of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers those portions of the building, and Refinery Site that are reasonably necessary for access to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without and/or the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the careoperation, maintenance, or replacement, inspection, protection, repair and removal of the Relevant Assets and Additional Improvements by Lessee, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities from time to time on the Refinery Site that are subject to the access and use rights provided under this Section 2.2, are referred to herein as the “Shared Access Facilities.” Notwithstanding the foregoing, the provisions of this Section 2.2(а) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises, the Relevant Assets and the Additional Improvements (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any part thereofstructures or equipment necessary for the maintenance, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to operation or improvement of any entry. Landlord acknowledges that Tenant is a health care provider subject to such assets or the Health Insurance Portability and Accountability Act installation, construction or maintenance of any Connection Facilities, or (HIPAAiv) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when if reasonably necessary for access to and/or the operation, maintenance, replacement, inspection, protection, repair and removal of any of Lessor’s assets, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Premises by Landlord is permitted hereunderand complies with Lessee’s rules, norms and Landlord shall be accompanied by an agent or employee of Tenant when entering procedures governing safety and security at the Premises in accordance with the terms of this LeasePremises.

Appears in 2 contracts

Samples: Lease and Access Agreement, Lease Agreement (Delek Logistics Partners, LP)

Access. Landlord or Landlord’s agents The Receiver shall have unlimited and exclusive access to the Mortgaged Property as agent and attorney for the Mortgagor (which right of access shall not be revocable by the Mortgagor) and shall have full power and unlimited authority to enter do the Premises at all reasonable times andfollowing, except subject to the instrument appointing the Receiver: (a) collect the Rents and take proceedings in the case name of emergencythe Mortgagor and make arrangements or compromises with respect to the collection of Rents; (b) from time to time without notice or demand and free of charge occupy the Mortgaged Property and use any equipment, tools, undertaking or Improvements of the Mortgagor; (c) carry on not less than forty-eight or concur in carrying on all or part of the business of the Mortgagor; (48d) hours prior written notice borrow money on a secured or unsecured basis in priority to Tenantthis Mortgage for such purposes approved by the Mortgagee; (e) lease any portion of the Mortgaged Property which may become vacant on such terms and conditions as he considers advisable and enter into and execute Leases, to examine accept surrenders and terminate Leases; (f) complete the construction of any Improvements on the Mortgaged Property left by the Mortgagor in an unfinished state or award the same to others to complete; (g) purchase, repair, alter and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to show them render the Mortgaged Property operable or rentable and take possession of and use or permit others to prospective purchasers use all or part of the buildingMortgagor’s materials, supplies, plans, tools, equipment (including appliances) and to make such repairsproperty of every kind and description; and (h) manage, alterationsoperate, improvements repair, alter or additions as Landlord may reasonably deem necessary or desirable, extend the Mortgaged Property and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises Improvements or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Lease.

Appears in 2 contracts

Samples: Credit Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to Until the expiration of the term Due Diligence Period, Seller Group shall afford Lender’s or Lenders’ agents or representatives reasonable access, during normal business hours, to the Real Property and improvements for purposes of this Lease any non-intrusive physical, structural or any renewal termenvironmental inspection of the Real Property. Furthermore, unless Tenant shall have exercised its then right Seller Group agrees to renew reasonably cooperate with the term of this LeaseLenders in their inspection activities permitted hereunder, Landlord may exhibit the Premises at no cost to prospective tenants or purchasersSeller Group, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord Seller Group agrees to use commercially reasonable reasonable, good faith efforts to avoid assist Purchaser in obtaining additional reasonable due diligence information from the other owners of the Land and Improvements, at no cost to Seller Group. Purchaser agrees that, to cover any physical or environmental inspections of the Real Property by Lenders, Purchaser or Purchaser’s agents will carry not less than $2,000,000 comprehensive general liability insurance; will not interfere with the activity of any persons occupying or providing service at the Real Property; and will not contact with such confidential patient records or other information when access any governmental authority and will not reveal to any governmental authority the results of its inspections except to the Premises extent required by Landlord law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ REQUESTS FOR ACCESS OR CONSENTS FOR ANY DUE DILIGENCE MATTERS, SELLER GROUP MUST PROVIDE ACCESS OR RESPOND TO LENDERS’ REQUEST FOR CONSENT WITHIN THREE (3) BUSINESS DAYS AFTER THE REQUEST IS MADE; ANY FURTHER DELAY WILL RESULT IN A DAY-FOR-DAY EXTENSION OF THE DUE DILIGENCE PERIOD. Xxxx X. Xxxxxxx is permitted hereunder, the “point person” of Seller Group whom Purchaser and Landlord its Lenders shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leasecoordinate all visits and requests access and documentation.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Frischs Restaurants Inc)

Access. 4.8.1 Tenant shall permit Landlord or and Landlord’s agents Agents to enter into the Premises at any time on at least one (1) Business Day’s notice (except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Landlord shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight any time during last twelve (4812) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers months of the building, Lease Term and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises at any time during the Lease Term that may be required therefore, without an Event of Default exists for the same constituting an eviction purpose of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants or purchasers, and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Premises are available. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least twenty (20) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entryvacating. Landlord acknowledges that Tenant is a health care provider In the event of Tenant’s failure to give such notice or arrange such joint inspection, Landlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration. 4.8.2 Except in the case of an emergency and subject to the Health Insurance Portability terms and Accountability Act (HIPAA) of 1996 and in accordance therewithconditions hereof, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when shall have access to the Premises by Landlord is permitted hereundertwenty-four (24) hours a day, seven (7) days a week subject to Landlord’s reasonable building security procedures and requirements. Landlord shall not be accompanied liable for the consequences of acting in good faith to admit by an agent passkey, or employee to refuse to admit to the Premises, Tenant or any of Tenant when entering Tenant’s Agents, or other persons claiming the Premises in accordance with the terms right of this Leaseadmittance.

Appears in 2 contracts

Samples: Gross Lease (Endurance International Group Holdings, Inc.), Gross Lease (Endurance International Group Holdings, Inc.)

Access. (a) Subject to applicable governmental laws, rules and regulations, Landlord or Landlord’s and its agents shall have the right following not less than seventy-two (72) hours notice (except in an Emergency (as hereinafter defined)) to enter the Premises at all reasonable times andfor the purpose of examining or inspecting the same, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine showing the same and to show them to prospective purchasers or tenants of the buildingBuilding (in the final 9 months of the term) , and as necessary to make such repairs, alterations, improvements or additions as perform its obligations hereunder. Landlord may erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably deem required by the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or desirablepermitted hereunder, and Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Xxxxxx’s operations in the Premises and to minimize any such interference. (b) Tenant shall have the exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building upon which a portion of the Premises is located. In exercising its rights pursuant to this Section 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to install additional equipment within such closets at Tenant’s expenses, subject to the prior written consent of Landlord, which consent shall not be allowed unreasonably withheld. Tenant shall indemnify and hold Landlord harmless for any damages incurred by Landlord arising from the acts or omissions of Tenant, its agents, employees and contractors in such telecom and electric closets, (c) As used herein, the term “Emergency” shall mean an event requiring immediate action, e.g., danger to take all material into and upon said Premises that may be required thereforehealth, without the same constituting an eviction of Tenant in whole life or in part and the Rent reserved shall in no way xxxxx while said repairsproperty, alterationsfire water seepage, improvements, sewer backup or additions are being made, by reason of loss cessation or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During any facility servicing the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaselike.

Appears in 2 contracts

Samples: Lease Agreement (Rocket Companies, Inc.), Lease Agreement (Rocket Companies, Inc.)

Access. Landlord or Landlord’s agents shall have reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times and, except in the case cases of emergency, on not less than forty(a) after giving Tenant at least twenty-eight four (4824) hours prior written notice to Tenantverbal notice, to examine inspect the same and Premises (including, without limitation, environmental testing), to show them the Premises to prospective purchasers of the buildingor mortgagees, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit show the Premises to prospective tenants or purchasersduring the last year of the Term, and place upon to post notices of nonresponsibility, and (b) after giving Tenant reasonable verbal notice to supply any service to be provided by Landlord hereunder and to repair or maintain the premises Premises and the usual notices “To Let” Building as required by Section 8.2, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building where reasonably required by the character of the work to be performed. Tenant hereby waives any claim for damages for any injury or “For Sale” which notices Tenant shall permit inconvenience to remain thereon without molestation. Nothing herein containedor interference with Tenant’s business, however, shall be deemed any loss of occupancy or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair quiet enjoyment of the Premises or any part thereofother loss occasioned thereby, except as otherwise herein specifically provided. to the extent caused by the gross negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact minimize any material adverse affect on Tenant’s use of the Premises. All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain entry to any portion of the Premises, and any such confidential patient records or other information when access entry to the Premises or portions thereof obtained by Landlord is permitted hereunderby any of said means, and Landlord or otherwise, shall not under any circumstances be accompanied by construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an agent eviction, actual or employee constructive, of Tenant when entering from the Premises in accordance with the terms of this Lease.or any portion thereof,

Appears in 2 contracts

Samples: Commercial Lease (Carbylan Therapeutics, Inc.), Commercial Lease (Carbylan Therapeutics, Inc.)

Access. Landlord or Landlord’s agents shall Buyer and the Buyer Parties will have the right to enter the Premises Real Property, at all reasonable times andand at their own risk and expense, except through and including the Closing Date in the case of emergencyorder to confirm any existing or to conduct any further studies, on not less than forty-eight (48) hours prior written notice to Tenantinquiries, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary investigations or desirable, and Landlord shall be allowed to take all material into inventories, survey areas, monitor conditions, prepare reports and upon said Premises that may be required thereforeotherwise prepare to take title to the Property, without subject to the same constituting an eviction terms and conditions of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwisethis Section 4.4; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration that Buyer’s purchase of the term Property shall not be conditioned on the results of this any such confirmation or additional studies. Buyer shall not unreasonably interfere with the use of the Property by any existing tenant, licensee or other occupant of the Real Property under any Existing Lease (“Existing Occupants,” which definition shall not include LUT) or any renewal termtenant, unless Tenant licensee, or other occupant of the Property under any Lease entered into after the Effective Date as authorized herein (“New Occupant” and together with the Existing Occupants, “Occupants”). Buyer shall have exercised not unreasonably interfere with Seller’s or its then affiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, studies, or investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable prior written notice (or notice by electronic mail) of its desire to enter the Real Property for such purpose, which notice shall include a description of the activities to be performed and the areas of the Real Property to be accessed during such entry, and Buyer shall coordinate all such entry in advance with Xxxxxx Xxxxx, a representative of CP Management I, LLC, Seller’s Property Manager (“Property Manager”), or any other representative that Seller may designate from time to time in writing to Buyer. Seller reserves the right to renew the term have Xxxxxx Xxxxx or any other representative of this Lease, Landlord may exhibit the Premises to prospective tenants Seller or purchasersProperty Manager present at all times during any such access, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant Seller shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact have such representative available on the next business day following Buyer’s request during normal business hours. Buyer acknowledges that its access to certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, or may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall not have access to such spaces unless it complies with such confidential patient records limitations and executes any reasonable non-disclosure or confidentiality agreement as required by the Occupant. As a condition of such entry, Buyer agrees to (a) obtain, carry and provide evidence to Seller of not less than Two Million and No/100 Dollars ($2,000,000.00) worth of commercial general liability insurance with a contractual liability endorsement insuring Buyer’s indemnity obligations hereunder, (b) pay when due all costs of activities performed by Buyer or the Buyer Parties in connection with such activities, (c) restore promptly any physical damage caused by such activities, and (d) defend, indemnify and save Seller and the Seller Parties harmless from any and all liabilities, costs, damages, expenses (including, but not limited to, attorneys’ fees and other information when access professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to persons or property received or sustained, or any liens filed against the Property (collectively, “Claims”) incurred by or made or brought against Seller or any of the Seller Parties which Claims in any way arise out of, in connection with, or as a result of the acts or omissions of Buyer or the Buyer Parties in exercising Buyer’s rights under this Section 4.4; provided that Buyer shall have no liability for any preexisting condition on the Property that is discovered during Buyer’s inspections, except to the Premises extent that Buyer or any Buyer Party exacerbates any such preexisting condition. Without limiting the generality of the foregoing, Buyer assumes all liability for actions brought by Landlord is permitted hereunder, and Landlord any of the Buyer Parties. The obligations set forth in this Section 4.4 shall be accompanied by an agent survive the expiration or employee of Tenant when entering the Premises in accordance with the terms any termination whatsoever of this LeaseAgreement and shall survive Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Hines Global REIT, Inc.), Purchase and Sale Agreement (Fisher Communications Inc)

Access. Landlord or Landlord’s agents shall have the right to place, maintain and repair all utility conduits and equipment of any kind, upon and under the Demised Premises as may be necessary for the servicing of the Demised Premises and other portions of the Complex. Landlord shall also have the right to enter the Demised Premises at all reasonable times andtimes, except in the case of emergency, on not less than forty-eight (48) upon 24 hours prior written notice to Tenantnotice, to examine inspect or to exhibit the same and to show them to prospective purchasers of the buildingpurchasers, mortgagees, lessees and tenants and to make such repairs, alterationsadditions, alterations or improvements or additions as Landlord may reasonably deem necessary or desirable, and . Landlord shall be allowed to take all material into and upon said Premises premises that may be required therefore, therefore without the same constituting an eviction of Tenant in whole or in part and the Rent rents reserved shall in no way xxxxx not abate while said repairs, alterations, improvements, or additions are being made, work is in progress by reason of loss or interruption of interruptiox xx Tenant's business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless otherwise and Tenant shall have exercised its then right no claim for damages. If Tenant shall not be personally present to renew permit an entry into said premises when for any reasonable reason an entry therein shall be permissible, Landlord may enter the term same by a master key or by the use of force without rendering Landlord liable therefor and without in any manner affecting the obligations of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant . The provisions of this paragraph shall permit to remain thereon without molestation. Nothing herein contained, however, shall not be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, obligation whatsoever for the care, maintenance, maintenance or repair of the Premises building or any part thereof, thereof except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours During the one hundred twenty days prior to the expiration of the Lease or any entry. renewal term, Landlord acknowledges may place upon Demised Premises signs indicating that the Demised Premises are available for rent or sale, which Tenant is a health care provider subject shall permit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseremain thereon.

Appears in 2 contracts

Samples: Business Lease (Amazon Herb Co), Business Lease (Amazon Herb Co)

Access. Landlord or Landlord’s agents shall have the right to enter the Premises right, at all reasonable times and, except upon reasonable advance notice to Tenant (and without notice in the case cases of emergency, on not less than forty-eight (48) hours prior written notice to Tenant), to examine enter into the same and Premises to inspect, maintain, repair and/or make replacements as required under this Lease, to show them the Premises to prospective purchasers of the buildingShopping Center, and to make such repairs, alterations, improvements or additions during the last ninety (90) days of the Term hereof (as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that same may be required thereforeextended), without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit show the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patientstenants. Landlord agrees to use commercially its best efforts not to disturb or inconvenience Tenant in the conduct of Tenant's business therein. Except as otherwise expressly provided in this Lease, Landlord shall refrain from entering the Premises or conducting any work therein without the prior written consent of Tenant. In the event that Landlord or any of its agents, employees, contractors or designees enters into the Premises under non-emergency situations in order to perform alterations, improvements and/or repairs thereto or to any other portion of the Shopping Center, and as a result thereof, Tenant cannot, in the exercise of its reasonable efforts business judgement, operate its business, rent and all other charges payable to avoid contact with such confidential patient records or other information when access Landlord hereunder shall xxxxx in proportion to the Premises by Landlord is permitted degree of interference from the date of such closure until such time as the condition giving rise to said closure has been corrected, at which time Tenant shall resume the payments required hereunder. Landlord's right to install additional pipes, ducts, conduits, wires and appurtenant fixtures, if in the reception and/or employee area of the Premises, shall be restricted to those areas above Tenant's finished ceiling or below the slab floor, and Landlord shall use all reasonable efforts to install such items adjacent to walls, if feasible, in other areas of the Premises. All such installations by Landlord shall be accompanied by an agent or employee of Tenant when entering undertaken in such a manner so as to interfere as little as may be reasonably possible with Tenant's activities in the Premises. Access panels and grease and cleaning traps which do not exclusively serve the Premises shall be either located outside of the Premises or in accordance a non-reception and/or employee portion of the Premises such that access to or through same shall not interfere with Tenant's use, enjoyment and occupancy of the terms Premises. Landlord shall be liable for any damage to the Premises of this LeaseTenant's property and shall indemnify and hold Tenant harmless for any liability incurred by Tenant as a result of any of the foregoing activities by Landlord or any of its agents, employees, contractors or designees.

Appears in 2 contracts

Samples: Lease (Eddie Bauer Holdings, Inc.), Lease (Eddie Bauer Holdings, Inc.)

Access. Landlord or Landlord’s agents (a) Immediately upon execution of this Agreement, the Xxxxx Entities shall have use their best efforts to cause the right Company to enter provide Comcast and its representatives complete access to the Premises at all reasonable times andbooks, except in records, agreements, employees, accountants and the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers offices of the building, Company and to make its Subsidiaries for the purposes of making such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without investigation of the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwisethe Company and its Subsidiaries as Comcast shall deem necessary; provided, however, Landlord diligently pursues that such repairs, alterations, improvements or additions. During investigation shall not unreasonably interfere with the six (6) month period prior to the expiration operations of the term Company. Between the date hereof and the termination of this Lease Agreement, Xxxxx agrees to provide to Comcast copies of all information delivered to BTH or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises Investor Nominee in accordance with the terms Shareholders Agreement. In addition, the parties agree that the BTH Entities shall be permitted to provide to Comcast all information regarding the Company received by them or any Investor Nominee after the date hereof; provided that any such information provided to Comcast shall be subject to paragraph (b) below. (b) From the date hereof to the earlier of the Closing Date or the date which is one year after the termination of this LeaseAgreement, Comcast and its officers, directors, employees, representatives and Affiliates will use reasonable care to avoid disclosure to third parties of proprietary information (whether received by Comcast from the Company, the Xxxxx Entities or the BTH Entities) relating to the Company, except as specifically (and only to the extent) required to be disclosed by applicable law or administrative or legal process. For purposes of Comcast's obligations under this Section 12, reasonable care means the same degree of care that Comcast exercises with respect to similar types of its own proprietary information. It is understood and agreed that: (i) Comcast will (to the extent reasonably possible) notify the Xxxxx Entities in writing prior to any proposed disclosure of such nonpublic information in response to the requirements of applicable law or administrative or legal process in order to enable the Xxxxx Entities to seek an appropriate protective order; (ii) Comcast may disclose any information which (x) is or becomes publicly available other than as a result of a disclosure of Comcast in breach of this Agreement, (y) was known to the party receiving such information prior to the receipt thereof other than as a result of a disclosure by Comcast in breach of this Agreement, or (z) was previously independently developed by the party receiving such information without the assistance of Comcast. In the event that the transactions contemplated hereby do not take place, all original documents shall be returned by Comcast if requested by the providing party within thirty (30) days of the termination of this Agreement; otherwise, Comcast shall dispose of any such original documents in the normal course of Comcast's business.

Appears in 2 contracts

Samples: Agreement (Jones Glenn R Et Al), Agreement (Comcast Cellular Corp)

Access. Without being deemed guilty of an eviction of Tenant and without abatement of Rent, Landlord or Landlord’s and its authorized agents shall have the right to enter the Premises at all upon reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, which notice may be oral, to examine inspect the same and Premises, to show them the Premises to prospective purchasers of the buildinglenders or purchasers, and to make such repairsfulfill Landlord’s obligations or exercise its rights (including without limitation Landlord’s Reserved Right [as hereinafter defined]) under this Lease and, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, upon Landlord’s receipt of a notice of non-renewal from Tenant and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without in any event during the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the last six (6) month period prior to the expiration months of the term of this Lease or any renewal termTerm, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit show the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically providedtenants. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to will use commercially reasonable efforts to avoid contact provide Tenant with at least twenty-four (24) hours’ prior notice of any such confidential patient records entry, except in the event of an emergency or other information when access in connection with providing janitorial services to the Premises by Landlord is permitted hereunderPremises, and in which case no prior notice shall be required. Landlord shall be accompanied by an agent or employee of Tenant when entering have the right to use any and all means which Landlord may deem proper to enter the Premises in accordance an emergency. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the terms Premises and any other loss occasioned thereby. Landlord agrees to exercise reasonable, good faith efforts (i) to prosecute completion of this Leaseany work within the Premises diligently, (ii) to minimize interference with Tenant’s use, access, occupancy and quiet enjoyment of the Premises including, without limitation, performing noisy and/or materially disruptive work such as structural work, coring, drilling and chipping after Normal Business Hours to the extent reasonably practicable in Landlord’s sole, but reasonable discretion, and (Hi) to protect Tenant’s property located in the Premises from damage. Landlord shall at all times have and retain a key with which to unlock the doors to and within the Premises, excluding Tenant’s furniture, file cabinets, storage lockers, vaults and safes.

Appears in 2 contracts

Samples: Office Lease (FlexEnergy Green Solutions, Inc.), Office Lease (FlexEnergy Green Solutions, Inc.)

Access. Landlord, its agents, employees, and contractors may enter the Premises at any time in response to an emergency and at reasonable hours to: (a) Inspect the Premises; (b) Exhibit the Premises to prospective purchasers, lenders, or, during the last twelve (12) months of the Term, to prospective tenants; (c) Determine whether Tenant is complying with all its obligations in this Lease; (d) Supply cleaning service and any other service to be provided by Landlord to Tenant according to this Lease; (e) Post written notices of nonresponsibility or similar notices; or (f) Make repairs required of Landlord under the terms of this Lease or make repairs to any adjoining space or utility services or make repairs, alterations, or improvements to any other portion of the Building; however, all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Tenant waives any claim against Landlord, its agents, employees, or contractors for damages for any injury or inconvenience to or interference with Tenant’s agents business, any loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by any entry in accordance with this Article 21. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on, or about the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance). Landlord shall have the right to enter use any and all means Landlord may deem proper to open doors in and to the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice an emergency in order to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior obtain entry to the expiration of the term of this Lease or Premises, provided that Landlord will promptly repair any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord damages caused by any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any forced entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access Any entry to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with this Article 21 will not be construed or deemed to be a forcible or unlawful entry into or a detainer of the terms Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion of the Premises, nor shall any such entry entitle Tenant to damages or an abatement of Monthly Base Rent, Additional Rent, or other charges that this LeaseLease requires Tenant to pay.

Appears in 2 contracts

Samples: Office Lease, Office Lease (Zillow Inc)

Access. (a) Subject to applicable Law and the other limitations set forth in this Lease, Landlord or Landlord’s and its agents shall have the right following not less than seventy-two (72) hours written notice (except in an Emergency (as hereinafter defined) to enter the Premises at all reasonable times andfor the purpose of examining or inspecting the same, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine showing the same and to show them to prospective purchasers or tenants of the buildingBuilding (as to prospective tenants, only in the final nine (9) months of the Term of this Lease), and as necessary to make perform its obligations hereunder. Landlord’s access rights shall be subject to the following: (i) promptly finishing any work for which it entered; (ii) complying with all of Tenant’s security and safety regulations which do not unreasonably limit or impact the purpose for which such repairsentry was or is to be undertaken; (iii) intentionally omitted; (iv) if Tenant so elects, alterations, improvements Landlord shall be accompanied by a representative of Tenant during any such entry; (v) Landlord shall not have the right to open or additions inspect confidential files or safes (so long as Landlord may reasonably deem necessary or desirabledesignated in writing as confidential in advance by Tenant), and Landlord shall be allowed not disclose to take all material others any confidential information regarding Tenant’s business (to the extent designated as confidential in advance by Tenant) learned by Landlord during any such entry into the Premises except (1) in litigation between Landlord and upon said Premises that may be Tenant, (2) if required therefore, without the same constituting an eviction of Tenant in whole by court order or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvementssubpoena, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues (3) if such repairs, alterations, improvements or additions. During the six (6) month period prior confidential information otherwise become generally available to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, public; and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. (vi) Landlord shall give Tenant reasonable notice during business hours prior to promptly repair any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access damage caused to the Premises by Landlord or anyone accessing the Premises under this Section. Landlord may erect, use and maintain temporary scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably required by the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or permitted hereunder, and Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall be accompanied by an agent or employee of Tenant when entering use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the Premises in accordance with and to minimize any such interference. (b) Intentionally deleted. (c) As used herein, the terms term “Emergency” shall mean an event requiring immediate action, e.g., danger to health, life or property, fire, water seepage, sewer backup or cessation or interruption of this Leaseany facility servicing the like.

Appears in 2 contracts

Samples: Lease Agreement (Rocket Companies, Inc.), Lease Agreement (Rocket Companies, Inc.)

Access. (a) Subject to applicable governmental laws, rules and regulations, Landlord or Landlord’s and its agents shall have the right following not less than twenty-four (24) hours notice (except in an emergency) to enter the Premises at all reasonable times andfor the purpose of examining or inspecting the same, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine showing the same and to show them to prospective purchasers or tenants of the buildingBuilding, and as necessary to make such repairs, alterations, improvements or additions as perform its obligations hereunder. Landlord may erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably deem required by the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or desirablepermitted hereunder, and Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Paragraph 17 hereof, Landlord shall be allowed use its reasonable efforts not to take all material into unreasonably interfere with Tenant’s operations in the Premises and to minimize any such interference. (b) Tenant shall have the non-exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building (except the First Floor) upon said which a portion of the Premises that may be required thereforeis located. In addition, without Tenant shall have the same constituting an eviction of Tenant in whole or in part non-exclusive right to access the telecom and electric closets on the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, First Floor by reason of loss or interruption of business of Tenant, or otherwisemaking arrangements through the property manager; provided, however, Landlord diligently pursues such repairsthat in emergency situations, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised access to the telecom and electric closets on the First Floor directly and without going through the property manager. In exercising its then rights pursuant to this Paragraph 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to renew the term of this Leaseinstall additional equipment within such closets at Tenant’s expenses, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall indemnify and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. hold Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises harmless for any damages incurred by Landlord is permitted hereunderarising from the acts or omissions of Tenant, its agents, employees and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises contractors in accordance with the terms of this Leasesuch telecom and electric closets.

Appears in 2 contracts

Samples: Lease (Rocket Companies, Inc.), Lease (Rocket Companies, Inc.)

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required thereforeright, without the same constituting an eviction or constructive eviction of Tenant in whole or in part and without any abatement of the Rent reserved or liability to Tenant, to (a) place (and have access to) concealed ducts, pipes and conduits through the Premises (without a material reduction or reconfiguration of the useable area of the Premises), (b) enter the Premises at reasonable times on reasonable prior notice, which may be oral (but prior notice shall not be required in no way xxxxx while said repairsan emergency), alterationsto inspect the Premises, improvementsto show the Premises to others or to perform any work Landlord deems necessary or desirable to the Premises or the Building (including the Building systems) or for the purpose of complying with Laws, (c) alter, maintain or repair the Building (including the Building systems) or the Land, and change the arrangement or location of entrances, corridors, doorways, elevators, stairs, toilets, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration other public portions of the term of this Lease Building or any renewal term, unless the Land (provided that Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by and toilets on the same floor as the Premises and, as a result thereof, there shall be no material reduction in the services which Landlord is permitted hereunderrequired by this lease to provide to Tenant), (d) change the name, number or designation by which the Building is known and (e) take all material into the Premises that may be required in connection with any of the matters described in this Section. If Tenant is not present when Landlord desires to enter the Premises, Landlord or Landlord’s contractors may enter the Premises (by force, in the event of an emergency) without liability to Tenant. If there is to be any excavation or construction adjacent to the Building, Tenant shall permit Landlord or any other person to enter the Premises to perform such work as Landlord or that person deems necessary to protect the Building, without any abatement of the Rent or liability to Tenant. Except as may be provided in this lease, all walls, windows and doors bounding the Premises (including exterior walls of the Building, core corridor walls, and exterior doors and entrances, other than surfaces facing the interior of the Premises and doors and entrances servicing only the Premises), balconies, terraces, vaults, Building systems and all other portions of the Building are reserved to Landlord for Landlord’s use, are not part of the Premises, and Landlord may have access thereto through the Premises. Landlord shall be accompanied by an agent or employee exercise Landlord’s rights under this Article in a manner which minimizes interference with the conduct of Tenant when entering Tenant’s business in the Premises in accordance with and damage to the terms Premises, Tenant’s Work and Tenant’s Property (all of this Leasewhich shall promptly be repaired by Landlord, at its expense), but Landlord is not required to employ overtime labor or incur additional expenses.

Appears in 2 contracts

Samples: Office Lease, Office Lease

Access. Landlord or Landlord’s agents A. SBC shall grant Amdocs' personnel such access to the SBC premises and facilities as are reasonably required for Amdocs' performance of its obligations under this Agreement at SBC's site including, at no charge to Amdocs, with office space suitable for Amdocs' needs and the following services: computer terminals and associated peripherals including access to E-mail/Internet; a communication line from SBC's premises to Amdocs' relevant development center with minimum capacity to be specified based on the number of users in the development center; reasonable use of telephone, fax, and e-mail for business purposes; and office supplies, equipment and consumables, at SBC's normal standard. Supplier shall have the right reasonable access to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the buildingSBC's premises during normal business hours, and at such other times as may be agreed upon by the Parties to make enable Supplier to perform its obligations under this Agreement. Supplier shall coordinate such repairs, alterations, improvements access with SBC's designated representative prior to first visiting such premises and thereafter as agreed by the Parties. Supplier will ensure that only persons employed by Supplier or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall subcontracted by Supplier will be allowed to take all material into and upon said Premises that may be required thereforeenter SBC's premises. If SBC requests Supplier or its subcontractor to discontinue furnishing any person provided by Supplier or its subcontractor from performing Work on SBC's premises due to such person's unacceptable behavior (i.e., without the same constituting an eviction a security problem or breach of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvementsSBC Code of Conduct, or additions are being madedisruptive behavior), Supplier shall immediately comply with such request. Such person shall leave SBC's premises immediately. Supplier shall not furnish such person again to perform Work on SBC's premises without SBC's written consent. The Parties agree that, where required by reason governmental regulations, Supplier will submit satisfactory clearance from the U.S. Department of loss Defense and/or other federal, state or interruption local authorities. B. SBC may require Supplier or its representatives, including employees and subcontractors, to exhibit identification credentials, which SBC may issue to gain access to SBC's premises for the performance of Services. If, for any reason, any Supplier representative is no longer performing such Services, Supplier shall immediately inform SBC. Notification shall be followed by the prompt delivery to SBC of the identification credentials, if issued by SBC. Supplier agrees to comply with SBC's corporate policy requiring Supplier or its representatives, including employees and subcontractors, to exhibit their company photo identification in addition to the SBC issued photo identification when on SBC's premises. C. Supplier shall use reasonable efforts to ensure that its representatives, including employees and subcontractors, while on or off SBC's premises, will perform Work which (i) protects SBC's Material, buildings and structures and (ii) does not interfere with SBC's business operations and will perform such Work with care and due regard for the PROPRIETARY INFORMATION The information contained herein is not for use or disclosure outside SBC, Supplier, their affiliated and subsidiary companies, and their third party representatives, except under written agreement. Software Master Agreement No. 03032360 safety, convenience and protection of TenantSBC, its employees, and property and in full conformance with the policies specified in the SBC Code of Conduct, which prohibits the possession of a weapon or otherwise; providedan implement which can be used as a weapon. SBC acknowledges delivery of, howeverand Supplier acknowledges receipt of, Landlord diligently pursues such repairs, alterations, improvements a copy of the SBC Code of Conduct on or additions. During the six (6) month period prior to the expiration date of the term execution of this Lease or any renewal term, unless Tenant Agreement. D. Supplier shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact ensure that all persons furnished by Supplier work harmoniously with such confidential patient records or other information all others when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseon SBC's premises.

Appears in 2 contracts

Samples: Software Master Agreement (Amdocs LTD), Software Master Agreement (Amdocs LTD)

Access. Landlord or and Landlord’s agents shall have the right during all regular business hours and, during all other periods, upon 48 hours prior notice (which notice shall not be required in the event of an emergency) to enter the Leased Premises at all to inspect the same or to maintain or repair, make alterations or additions to the Leased Premises or any portion thereof (each of which shall be accomplished by Landlord in a reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice manner to avoid interfering with Tenant’s operations), to examine determine whether Tenant is complying with all of the same and provisions of this Lease, to post notices of non-responsibility or to show them the Leased Premises to prospective purchasers purchasers, tenants, or lenders. Upon request from Landlord, Tenant shall, within 24 hours, provide Landlord, for Landlord’s permanent possession, a copy of any keys required to gain access to the building, Leased Premises or to any area within the Leased Premises (excluding Tenant’s vaults and to make such repairs, alterations, improvements or additions as safes). Landlord may reasonably deem necessary at any time place on or desirable, and about the Leased Premises any ordinary “for sale” signs. Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without at any time during the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six last one hundred eighty (6180) month period prior to the expiration days of the term of this Lease the Lease, place on or about the Leased Premises any ordinary “for lease” signs. Tenant hereby waives any claim for abatement of Rent or for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Leased Premises, or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseloss occasioned thereby.

Appears in 2 contracts

Samples: Industrial Lease, Industrial Lease (Sunpower Corp)

Access. Landlord Subsequent to the transfer of any Public Garage Property or LandlordNew Street or any interest therein to the City, the City agrees to provide the Redeveloper and the Redeveloper’s agents shall have representatives, including the right Redeveloper’s contractors, agents, employees, and LEP, reasonable access to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight Public Garage (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers any portion of the buildingPublic Garage Property in its control or possession) and such New Street for all purposes consistent with the Public Improvements Remedial Work. In furtherance thereof, the Redeveloper will reserve in its deed(s) to the City (and to make such repairsin any applicable common interest community declaration) an easement (the “Environmental Work Easement”) on, alterationsover, improvements or additions as Landlord may reasonably deem necessary or desirableacross, through and Landlord shall be allowed to take all material into and upon said Premises that may be required thereforeunder the applicable Public Garage Property (including, without limitation, the same constituting an eviction applicable Public Garage) or New Street for purpose of Tenant in whole or in part access to and through such Public Garage Property and New Street for the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason performance of loss or interruption of business of Tenant, or otherwisethe Public Improvements Remedial Work; provided, however, Landlord diligently pursues that such repairsEnvironmental Work Easement shall immediately terminate, alterationsfor any Public Garage or New Street that is an “establishment”, improvements or additions. During upon the six City’s receipt of a “Verification” (6as that term is defined in Connecticut General Statutes § 22a-134(19)) month period prior prepared by the Redeveloper’s LEP that the Public Improvements Remedial Work with respect to the expiration of the term of this Lease applicable Public Garage Property or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises New Street has been conducted in accordance with the Transfer Act and the applicable RSRs. Except to the extent otherwise required by any governmental agency or Environmental Laws or with the prior agreement with the City, all Public Improvements Remedial Work related to any Public Garage or access way thereto shall be conducted during normal business hours and under such reasonable conditions so as to minimize any interference with the use and/or occupancy of such Public Garage. Except as provided in Section 27.4, the Redeveloper shall release, defend, indemnify and hold the City harmless from and against any damage or claim related to or arising from any and all Environmental Conditions in existence at, emanating or having emanated from any Public Garage Property or New Street, which Environmental Conditions existed or arose prior to the transfer of the applicable Public Garage or New Street to the City, as well as any damage or claim related to or arising from Redeveloper’s acts and omissions related to or arising from any Environmental Conditions. Redeveloper shall promptly repair all impact or alteration to the Public Garage Property arising from its activities with respect thereto, unless such impact or alteration is a necessary part of the Public Improvements Remedial Work, in which case the Redeveloper shall take reasonable actions to repair such impact or alteration within a reasonable period of time. The City shall allow the Redeveloper reasonable access to space and utilities as necessary for the Public Improvements Remedial Work and the City shall allow the Redeveloper to install utility connections and to use the utilities with respect to same; provided, however, that such utility connections and utilities shall be at the sole cost of the Redeveloper and the Redeveloper shall be responsible for obtaining and maintaining all necessary and appropriate insurance coverage and for all damages and expenses related to such utility usage and utility connections, and for any property damage and unreasonable service interruptions resulting from such utility usage and utility connections. Further, subsequent to the transfer of any Public Garage or New Street to the City, the City shall not unreasonably modify, disrupt or delay any Public Improvements Remedial Work undertaken in accordance with the provisions of this Article XXVII with respect to such Public Garage or the applicable Public Garage Property or such New Street, except as authorized by law, or by any ELUR or Remedial Alternatives implemented by the Redeveloper. The City shall reimburse the Redeveloper for any reasonable and necessary damages reasonably incurred as a result of such modification, disruption or delay. The Parties agree that, subsequent to the transfer of any Public Garage to the City, any Entity acquiring a leasehold or other tenancy or occupancy interest or security interest or any other interest in the applicable Public Garage shall acquire such interest subject to the terms of this LeaseArticle XXVII and, upon request of the Redeveloper, shall confirm such subordination of its interest to this Article XXVII and any of the ELURs by signing any documents reasonably requested by the Redeveloper, including without limitation a subordination agreement as described in the RSRs.

Appears in 2 contracts

Samples: Master Development Agreement, Master Development Agreement

Access. Landlord or Landlord’s agents shall have From the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same date hereof and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration Closing, Seller and Parent shall provide Buyer with such information as Buyer may from time to time reasonably request with respect to the Tissue Business and the transactions contemplated by this Agreement, and shall provide Buyer and its accountants, counsel, consultants and other representatives reasonable access during regular business hours and upon reasonable notice to the personnel, properties, books and records of the Tissue Business as Buyer may from time to time reasonably request; provided that Seller and Parent shall not be obligated to provide Buyer with any information not material to the Tissue Business relating to trade secrets or which would violate any law, rule or regulation or term of this Lease any Commitment, or if the provision thereof would adversely affect the ability of Seller or Parent or any renewal termof their respective affiliates to assert attorney-client, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants attorney work product or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestationother similar privilege. Nothing herein contained, however, Seller acknowledges that Buyer shall be deemed or construed entitled to impose upon Landlord any obligation, responsibility or liability whatsoever, for cause an information memorandum to be prepared and used in connection with the care, maintenance, or repair consummation of Buyer's financing of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject transactions contemplated hereby pursuant to the Health Insurance Portability Financing Letters and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable best efforts to avoid contact furnish Buyer with access to, and to cause the cooperation of, all personnel necessary for Buyer to consummate such confidential patient records or other financing, provided that (i) Buyer shall provide Parent with drafts of any such information when access memorandum reasonably in advance of any proposed distribution thereof and (ii) prior to the Premises by Landlord is permitted hereunder, time at which Buyer and Landlord Newco print and distribute the information memorandum in preparation for the "road show," Buyer shall take reasonable and customary steps (which shall be accompanied approved in advance by an agent or employee Parent and Seller) to ensure that any recipient of Tenant when entering any such information memorandum shall treat the Premises information contained therein related to the Tissue Business as confidential in accordance with Buyer's obligations under the Confidentiality Agreement. In addition, Parent and Seller shall request their accountants, at Buyer's request, to consent to the inclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda or filings required by such financing. Seller and Parent expressly disclaim (and Buyer hereby acknowledges and agrees to such disclaimer) any responsibility for the completeness or accuracy or sufficiency for Buyer's purposes of the information contained in any such information memorandum (it being understood that no cooperation provided by Seller or Parent pursuant to this LeaseSection 4.03 shall diminish, change or enlarge the representations and warranties of Parent and Seller expressly set forth herein).

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Pope & Talbot Inc /De/), Purchase and Sale Agreement (Plainwell Inc)

Access. Landlord From and after the Effective Date through the Closing, Buyer, personally or Landlord’s agents through its authorized agent or representatives, shall be entitled, upon reasonable advance notice to Seller, to enter upon the Property during normal business hours and shall have the right to enter make such investigations, including tenant interviews, appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems reasonably necessary or advisable. Buyer shall have the Premises at all reasonable times right to conduct a Phase I environmental site assessment, and, except if necessary, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Property). Buyer’s activities at the Property shall be conducted in such a manner so as not to unreasonably interfere with the case occupancy of emergencythe tenant or its employees, on not less than forty-eight (48) hours prior written notice licensees or invitees. Regarding Buyer’s investigations, in addition to Tenantthe forgoing: a. Upon Seller’s request, Buyer must deliver evidence to examine Seller that Buyer has insurance for its proposed inspection activities, in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller; b. Buyer must notify Seller in advance of Buyer’s plans to conduct tests so that Seller may be present during the tests; c. if the Land or Improvements are altered because of Buyer’s inspections, Buyer must return the Land or Improvements to their pre-inspection condition promptly after the alteration occurs; d. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three (3) days after their preparation or receipt; e. Buyer must abide by any other reasonable entry rules imposed by Seller; f. Buyer will indemnify, defend, and to show them to prospective purchasers hold Seller harmless from any loss, reasonable attorney’s fees, expenses, or claims arising out of Buyer’s investigation of the buildingLand or Improvements, except repair or remediation of existing conditions discovered by Buyer’s inspections. Furthermore, Buyer agrees to keep the Property free from mechanic’s lien claims related to Buyer’s investigative work under this Article 3. The obligations of Buyer under this provision will survive termination of this Agreement and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, Closing; and g. Buyer releases Seller and Landlord shall be allowed to take those persons acting on Seller’s behalf from all material into claims and upon said Premises that may be required therefore, without the same constituting an eviction causes of Tenant in whole or in part action (including claims for attorney’s fees and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6court and other costs) month period prior to the expiration resulting from Buyer’s investigation of the term of this Lease Land or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseImprovements.

Appears in 2 contracts

Samples: Real Estate Purchase Agreement (US Federal Properties Trust Inc.), Real Estate Purchase Agreement (US Federal Properties Trust Inc.)

Access. Landlord or Landlord’s agents (a) Subject to applicable Laws, during the period from the date of this Agreement to the Closing, CareOregon shall, and shall cause the CareOregon Companies to, and the CareOregon Companies shall, authorize and permit SCAN Group and its representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the right to enter conduct of the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to TenantCareOregon Business, to examine (i) the same facilities and assets of CareOregon and the CareOregon Companies, (b) the properties, books and records relating to show them the CareOregon Business, and (c) the officers of CareOregon and the CareOregon Companies, in each case to prospective purchasers the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing SCAN Group with developments relating to the CareOregon Business arising after the date hereof. All requests for access to such facilities, assets, properties, books, records, officers and other information shall be made to the representatives who CareOregon shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to SCAN Group or its representatives in accordance with this Section 7.1(a) shall be subject to the terms of the buildingConfidentiality Agreement. (b) From and after the date of this Agreement, XxxxXxxxxx shall continue to keep and preserve, and shall cause the CareOregon Companies to make such repairskeep and preserve, alterations, improvements any books and records relating to the CareOregon Business which it or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period applicable CareOregon Company maintained prior to the expiration date hereof, including payroll and accounts payable records, whether electronic or in any other form, in accordance with applicable Law and the record retention policy of CareOregon and the term CareOregon Companies, a copy of which has been provided to SCAN Group. (c) Subject to applicable Laws, during the period from the date of this Lease or any renewal termAgreement to the Closing, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasersSCAN Group shall, and place upon shall cause the premises SCAN Companies to, and the usual notices “To Let” or “For Sale” SCAN Companies shall, authorize and permit CareOregon and its representatives (which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of the SCAN Business, to (i) the facilities and assets of SCAN Group and the SCAN Companies, (b) the properties, books and records relating to the SCAN Business, and (c) the officers of SCAN Group and the SCAN Companies, in each case to the extent necessary or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, appropriate for the carepurposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing CareOregon with developments relating to the SCAN Business arising after the date hereof. All requests for access to such facilities, maintenanceassets, properties, books, records, officers and other information shall be made to the representatives who SCAN Group shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to CareOregon or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord its representatives in accordance with this Section 7.1(c) shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider be subject to the Health Insurance Portability terms of the Confidentiality Agreement. (d) From and Accountability Act (HIPAA) after the date of 1996 this Agreement, SCAN Group shall continue to keep and in accordance therewithpreserve, Tenant is required and shall cause the SCAN Companies to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient keep and preserve, any books and records or other information when access relating to the Premises by Landlord is permitted hereunderSCAN Business which it or the applicable SCAN Company maintained prior to the date hereof, including payroll and Landlord shall be accompanied by an agent accounts payable records, whether electronic or employee of Tenant when entering the Premises in any other form, in accordance with applicable Law and the terms record retention policy of this LeaseSCAN Group and the SCAN Companies, a copy of which has been provided to CareOregon.

Appears in 2 contracts

Samples: Affiliation Agreement, Affiliation Agreement

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed entitled to take all material into and upon said Premises utilize whatever access device ------ Landlord deems necessary (including but not limited to the issuance of parking stickers or access cards), to assure that only those persons who have contracted to use spaces in the Parking Garage are using the parking spaces therein. Landlord currently limits access to the Parking Garage through the use of a parking entry card system, the cards for which shall be provided by Landlord. These cards may be required thereforedifferent from and may not, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of a specific request from Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During entitle the six (6) month period prior holder thereof to an after-hours entry card to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject Building (pursuant to the Health Insurance Portability and Accountability Act (HIPAA) terms of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patientsSection 7.04). Landlord agrees to use commercially reasonable efforts provide to avoid contact with Tenant three (3) parking entry cards for a non-refundable deposit of $10.00 per card. Tenant further agrees to surrender all parking entry cards in its possession upon the expiration or earlier termination of this Lease. Landlord shall be entitled to cancel any lost or stolen cards of which it becomes aware. Tenant shall promptly notify Landlord of any lost or stolen cards. Tenant shall pay Landlord for each additional card(s) or for each replacement card(s) for any card(s) lost by or stolen from Tenant, in such confidential patient records amount as Landlord shall, from time to time determine, the present charge for such lost or other information when stolen cards being $100.00 per card. Tenant acknowledges that the parking entry card may also be the same as the master entry card used for access to the Premises by Building during other than normal business hours, and to the extent the cards are the same, agrees that the provisions of Section 7.04 of the Lease shall also be applicable and in the event of a conflict with the provisions of this Parking Exhibit, the provisions of Section 7.04 shall control. In the event Tenant, its agents or employees wrongfully park in any of the Parking Garage's spaces, Landlord shall be entitled and is permitted hereunderhereby authorized to have any such vehicle towed away, at Tenant's sole risk and expense, and Landlord is further authorized to impose upon Tenant a penalty of $25.00 for each such occurrence. Tenant hereby agrees to pay all amounts falling due hereunder upon demand therefor, and the failure to pay any such amount shall additionally be accompanied deemed an event of default hereunder and under the Lease, entitling Landlord to all of its rights and remedies hereunder and thereunder. SCHEDULE 1 ---------- TO EXHIBIT "E" ----------- TO FIRST AMENDMENT TO OFFICE LEASE BETWEEN LSQ INVESTORS, L.L.C., AS LANDLORD, AND CANAAN ENERGY CORPORATION, AS TENANT PARKING GARAGE -------------- Current Monthly Level No. of Spaces Price per Space ----- ------------- --------------- 1 or 2 3 $95.00 Exhibit "E" to First Amendment to Office Lease - Page 3 ------------------------------------------------------- EXHIBIT "F" ----------- TO FIRST AMENDMENT TO OFFICE LEASE BETWEEN LSQ INVESTORS, L.L.C., AS LANDLORD, AND CANAAN ENERGY CORPORATION, AS TENANT RIGHT OF FIRST REFUSAL ---------------------- This Exhibit "F" ("Refusal Exhibit") describes and specifies the right ----------- of first refusal hereby granted by an agent or employee Landlord to Tenant with respect to the space within the Building described below, which right of Tenant when entering first refusal is being granted upon the Premises in accordance with the following terms of this Lease.and conditions:

Appears in 1 contract

Samples: Office Lease (Canaan Energy Corp)

Access. Subject to the terms of this Section 9.1, Landlord or and Landlord’s agents shall have the right to designees may enter the Premises (provided a representative of Tenant is present), at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours upon reasonable prior written notice to TenantTenant (which notice may be given verbally to the person employed by Tenant with whom Landlord’s representative ordinarily discusses matters relating to the Premises which Landlord shall endeavor to give at least 72 hours notice, (ii) show the Premises to examine prospective tenants during the same and to last twelve (12) months of the Term, (iii) show them the Premises to prospective purchasers or master lessees of Landlord’s interest in the buildingReal Property, and (iv) show the Premises to Mortgagees or Lessors (or prospective Mortgagees or Lessors), (v) intentionally deleted, or (vi) make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, additions or restorations that (I) Landlord is required to make pursuant to the terms of this Lease (including, without limitation, Landlord’s Work), or (II) are reasonably necessary in connection with the maintenance, repair, or operation of the Real Property (Landlord’s entry upon the Premises to perform such repairs, alterations, improvements, additions are or restorations being made, referred to herein as a “Work Access”). Landlord shall not be required to give Tenant advance notice of the entry by Landlord or Landlord’s designees into the Premises as contemplated by this Section 9.1 to the extent necessary by reason of the occurrence of an emergency. Landlord, in connection with a Work Access, shall have the right to bring into the Premises, and store in the Premises in a reasonable manner for the duration of the Work Access, provided such work shall be of a continuing nature, the materials and tools that Landlord reasonably requires to perform the applicable repair, alteration, improvement, addition or restoration. Landlord shall have no liability to Tenant for any loss or interruption sustained by Tenant by reason of business of Tenant, or otherwiseLandlord’s entry upon the Premises; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six that (6x) month period prior subject to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this LeaseSection 14.3 hereof, Landlord may exhibit shall remain liable to Tenant for personal injury or property damage that derives from Landlord’s negligence or willful misconduct in connection with any such entry upon the Premises to prospective tenants or purchasersPremises, and place upon the premises the usual notices “To Let” (y) nothing contained in this Section 9.1 limits Tenant’s rights to an abatement of Rental after a fire or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except other casualty as otherwise herein specifically providedprovided herein. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact minimize interference with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, Tenant’s use and Landlord shall be accompanied by an agent or employee occupancy of Tenant when entering the Premises in connection with any work performed in accordance with the terms of this LeaseArticle 8.4.

Appears in 1 contract

Samples: Lease (dELiAs, Inc.)

Access. Landlord or Landlord(a) Upon reasonable notice, the Company shall afford Parent’s agents shall have officers and other authorized representatives reasonable access, during normal business hours throughout the right period prior to enter the Premises at all reasonable times Effective Time, to the Company’s books and records and, except in during such period, the case of emergency, on not less than forty-eight (48) hours prior written notice Company shall furnish promptly to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions Parent all readily available information concerning its business as Landlord Parent may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiserequest; provided, however, Landlord diligently pursues such repairsthat the Company shall not be required to permit any inspection or other access, alterationsor to disclose any information, improvements or additions. During that in the six (6) month period prior to the expiration reasonable judgment of the term Company would be expected to (a) result in the disclosure of this Lease or any renewal termtrade secrets of third parties, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord (b) violate any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair obligation of the Premises Company with respect to confidentiality (c) violate or result in loss or impairment of the protections afforded the Company under the attorney-client privilege or the attorney work product doctrine or (d) violate any part thereofLegal Requirement; and provided further, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to Parent and the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees Company each agree to use commercially reasonable efforts to avoid contact request consents to disclosure from third parties or establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a ‘clean room’ environment for analysis and review of information by joint integration teams in coordination with such confidential patient records or other information when counsel and the Company, will provide Parent with timely access to the Premises fullest extent possible to the substance of the information described in this Section 5.6(a) in a manner that does not violate the foregoing provisions. (b) No information or knowledge obtained by Landlord is permitted hereunderParent in any investigation conducted pursuant to this Section 5.6: (i) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby, including the Offer and Landlord the Merger, (ii) shall limit or otherwise affect Parent’s right to rely on the Company’s representations and warranties in this Agreement, (iii) shall be accompanied interpreted as a waiver of Parent’s rights or remedies under this Agreement and applicable Legal Requirements or (iv) shall otherwise limit, impair or affect the remedies available to Parent and Acquisition Sub under this Agreement and applicable Legal Requirements. All information obtained by an agent or employee Parent and its representatives pursuant to this Section 5.6 shall be treated as “Confidential Information” for purposes of Tenant when entering the Premises in accordance with the terms of this LeaseConfidentiality Agreement.

Appears in 1 contract

Samples: Merger Agreement (Cypress Semiconductor Corp /De/)

Access. Landlord Purchaser shall, at all reasonable times as reasonably scheduled with Seller prior to the applicable Residence Closing Date, have the privilege of visiting and inspecting each Operating Residence with its agents, representatives and contractually retained independent contractors as needed to inspect, examine, test, appraise and survey such Operating Residence, including, but not limited to, investigations of the zoning status and physical status thereof and verification of all information made or Landlord’s agents to be made available to Purchaser with respect to such Operating Residence. In addition, Purchaser shall have the right to enter obtain such letters, certificates or statements from appropriate governmental officials or other experts concerning zoning and other matters related to the Premises Operating Residences. This privilege shall include the right to make surveys, examinations, appraisals and other tests to obtain any relevant information necessary to determine subsurface and topographic conditions, including, but not limited to, Hazardous Substances studies, soil tests, asbestos analysis and structural review, all of which tests, studies and reviews shall be performed at all reasonable times and, except in Purchaser's sole cost and expense and which shall not materially interfere with the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers operation of the buildingOperating Residences by Seller. In addition, Purchaser shall have the right to inspect all other matters required to be delivered by Seller to Purchaser hereunder. In consideration of Purchaser's right to inspect the Operating Residences as described in this Section 12.A, Purchaser shall, and does hereby agree to, indemnify, defend and hold Seller and Seller's employees, agents and residents harmless from any losses, costs or expenses arising out of the exercise of such privileges by Purchaser (including any rights or claims of materialmen or mechanics to make such repairsliens on the Operating Residences, alterationsbut excepting acts resulting from the negligence or willful conduct of Seller or Seller's agents, improvements principals, employees, representatives, affiliates or additions as Landlord may reasonably deem necessary others whose presence is suffered or desirablepermitted by Seller), which indemnity, defense and Landlord hold harmless agreement shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction survive any termination of Tenant in whole or in part and the Rent reserved this Agreement. Purchaser shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior repair any damage to the expiration Operating Residences resulting from Purchaser's inspection of the term Operating Residences and shall maintain (or cause its contractors to maintain) adequate liability insurance and shall provide evidence of this Lease or any renewal term, unless Tenant shall have exercised its then right same to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseSeller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alternative Living Services Inc)

Access. Landlord or Landlord’s agents (a) Subject to the terms of this Agreement, Seller shall have the right to enter the Premises provide Buyer with at all reasonable times and, except in the case of emergency, on not less than least forty-eight (48) hours notice of any entry of Seller onto the Former Seller Properties, unless shorter notice is required to comply with applicable Environmental Laws or due to an emergency. Buyer shall provide mutually agreeable, convenient and appropriate locations, and reasonable access to such locations, for Seller and its agents, consultants, contractors and subcontractors to place, maintain and store items necessary and appropriate for Seller Response Work under this Environmental Agreement. Entry shall be permitted during normal business hours, or at other times as is mutually agreeable. The parties agree that Seller shall have the right to use the locations presently used for installations made as part of any Seller Response Work and/or locations of Seller Response Work indicated on all work plans approved or not otherwise expressly objected to by Buyer. With respect to such locations, Buyer shall have the right to require Seller to relocate any items located there, provided that such relocation (unless otherwise required of Seller by applicable law) shall be (i) subject to prior written notice to Tenantapproval by any Governmental Authority having jurisdiction over such matters (the "Relevant Agency"), to examine the same extent such approval is required (such approval to be sought by Seller following reasonable notice by Buyer to Seller) and to show them to prospective purchasers (ii) at Buyer's expense (including the costs of seeking approval by the Relevant Agency). (b) In the event that Buyer reasonably determines that a portion of Seller's performance of the buildingSeller Response Work is creating an imminent and substantial endangerment to human health or the environment, and or is likely to make cause substantial interference with Buyer's operations, Buyer shall have the right to suspend immediately such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall portion of Seller Response Work under this Environmental Agreement. In the event that Seller requests that it be allowed to take all material into resume such work and upon said Premises that may Buyer does not agree within three (3) days, Buyer shall be required therefore, without the same constituting an eviction of Tenant to go to dispute resolution as described in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration Section 13.8 of the term Asset Purchase Agreement in order to continue the suspension of this Lease such work. Buyer shall proceed with all diligence to obtain an order continuing the suspension. In the event such an order is denied or any renewal termBuyer does not proceed diligently to obtain such an order, unless Tenant Seller's rights to perform such work under the Environmental Agreement shall automatically revive. In the event that performance of such work was not creating an imminent and substantial endangerment to human health or the environment or is not likely to cause substantial interference with Buyer's operations, Seller shall have exercised its then the right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, seek through dispute resolution any and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior all damages associated with such suspension (subject to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and limitations on such damages in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseSection 4).

Appears in 1 contract

Samples: Environmental Agreement (Novellus Systems Inc)

Access. Tenant shall permit Landlord and Landlord's Agents to enter into the Premises at any time on at least one (1) Business Day's notice (except in case of emergency, in which case no notice shall be required), for the purpose of inspecting the same or Landlord’s agents for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, such as an emergency situation, Landlord may temporarily close Building or Land entrances. Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Upon one (1) Business Day's notice, Landlord shall have the right to enter the Premises at all reasonable times and, except in any time during the case Lease Term for the purpose of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants or purchasers, and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Premises are available. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least twenty (20) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or any part thereofarrange such joint inspection, except as otherwise herein specifically providedLandlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required to maintain the privacy or any of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Tenant's Agents, or other information when access to persons claiming the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee right of Tenant when entering the Premises in accordance with the terms of this Leaseadmittance.

Appears in 1 contract

Samples: Lease (MRV Communications Inc)

Access. Section 17.1 Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required thereforeright, without the same constituting an eviction or constructive eviction of Tenant in whole or in part and without any abatement of the Rent reserved or liability to Tenant, to (a) place (and have access to) concealed ducts, pipes and conduits through the Premises (without a material reduction or reconfiguration of the useable area of the Premises), (b) enter the Premises at reasonable times on reasonable prior notice, which may be oral (but prior notice shall not be required in no way xxxxx while said repairsan emergency), alterationsto inspect the Premises, improvementsto show the Premises to others or to perform any work Landlord deems necessary or desirable to the Premises or the Building (including the Building systems) or for the purpose of complying with Laws, (c) alter, maintain or repair the Building (including the Building systems) or the Land, and change the arrangement or location of entrances, corridors, doorways, elevators, stairs, toilets, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration other public portions of the term of this Lease Building or any renewal term, unless the Land (provided that Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by and toilets on the same floor as the Premises and, as a result thereof, there shall be no material reduction in the services which Landlord is permitted hereunderrequired by this lease to provide to Tenant), (d) change the name, number or designation by which the Building is known and (e) take all material into the Premises that may be required in connection with any of the matters described in this Section. If Tenant is not present when Landlord desires to enter the Premises, Landlord or Landlord’s contractors may enter the Premises (by force, in the event of an emergency) without liability to Tenant. Section 17.2 If there is to be any excavation or construction adjacent to the Building, Tenant shall permit Landlord or any other person to enter the Premises to perform such work as Landlord or that person deems necessary to protect the Building, without any abatement of the Rent or liability to Tenant. Section 17.3 Except as may be provided in this lease, all walls, windows and doors bounding the Premises (including exterior walls of the Building, core corridor walls, and exterior doors and entrances, other than surfaces facing the interior of the Premises and doors and entrances servicing only the Premises), balconies, terraces, vaults, Building systems and all other portions of the Building are reserved to Landlord for Landlord’s use, are not part of the Premises, and Landlord may have access thereto through the Premises. Section 17.4 Landlord shall be accompanied by an agent or employee exercise Landlord’s rights under this Article in a manner which minimizes interference with the conduct of Tenant when entering Xxxxxx’s business in the Premises in accordance with and damage to the terms Premises, Tenant’s Work and Tenant’s Property (all of this Leasewhich shall promptly be repaired by Landlord, at its expense), but Landlord is not required to employ overtime labor or incur additional expenses.

Appears in 1 contract

Samples: Office Lease

Access. Tenant shall permit Landlord and Landlord's Agents to enter into the Premises at any time on at least one (1) Business Day's notice (except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or Landlord’s agents for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Unless such temporary closure is due to an emergency and/or Governmental Requirements, if such temporary closure lasts longer than one (1) Business Day, Tenant shall be provided with reasonable alternative access to the Land and/or Building (as applicable). Landlord shall have the right to enter the Premises at all reasonable times and, except in any time during the case Lease Term that an Event of emergency, on not less than forty-eight Default exists and at any time during the last nine (489) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers months of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without Lease Term for the same constituting an eviction purpose of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of erect on the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to suitable sign indicating the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of are available. Unless Tenant when entering has previously vacated the Premises in accordance with Paragraph 4.31 hereof, Tenant shall give written notice to Landlord at least twenty (20) Business Days prior to vacating the terms Premises at the expiration of this Leasethe Lease Term and shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. If Tenant has previously vacated the Premises in accordance with Paragraph 4.31 hereof, Tenant shall nonetheless contact Landlord and arrange for a joint inspection of the Premises during the last two weeks of the Lease Term. In the event of Tenant's failure to give such notice or arrange such joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Landlord shall not be liable for the consequences of admitting by passkey, or refusing to admit to the Premises, Tenant or any of Tenant's Agents, or other persons claiming the right of admittance.

Appears in 1 contract

Samples: Gross Lease (Clicksoftware Technologies LTD)

Access. Landlord (a) Upon reasonable notice, Purchaser shall permit, under the following conditions specified in this Section, access to and entry upon a 76 Asset to Seller and Seller's independent contractors as necessary: (i) to conduct Baseline Corrective Action, if Seller elects to assume control of such action; and (ii) to observe and monitor Baseline Corrective Action. (b) If Seller assumes control of Baseline Corrective Action, except in the event of an emergency, Seller shall provide Purchaser with at least five (5) business days notice prior to commencement of any drilling, construction, or Landlord’s agents equipment installation, and any other activity that may unreasonably disrupt normal business operations at a 76 Asset. If any such activity will likely cause an unreasonable disruption, Seller shall reschedule the activity to a reasonable mutually convenient time in order to minimize the disruption. Purchaser shall not unreasonably interfere with Seller while Seller exercises its rights of ingress and egress to conduct Baseline Corrective Action. Seller shall use reasonable efforts to conduct Baseline Corrective Action in a manner which minimizes disruption to the business activities at a 76 Asset. Seller shall take steps reasonably necessary to prevent injury to persons or damage to property resulting from or in any way connected with such Baseline Corrective Action it conducts, including adherence to Purchaser's safety rules and procedures. (c) Within a reasonable period of time after completion of Baseline Corrective Action at a 76 Asset where Seller has assumed control of such action, Seller shall restore such 76 Asset to substantially the condition which existed immediately prior to Seller's commencement of Baseline Corrective Action. No claim for special, exemplary, consequential or indirect damages, or for lost profits, shall be asserted by Purchaser against Seller in connection with Baseline Corrective Action performed by an independent contractor. Purchaser shall have the right to enter pursue such damage claims against the Premises at all reasonable times andindependent contractor. No contractor, except in the case subcontractor, materialman, agent, officer, director or employee of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant Seller shall have exercised its then any right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises a lien against a 76 Asset or any part thereofthereof for any work, except as labor or materials furnished to Seller for the actions performed thereon, unless otherwise herein specifically provided. Landlord required by applicable law. (d) Purchaser shall give Tenant reimburse Seller for all damages, losses, costs, penalties, fines and assessments which Seller incurs if reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord a 76 Asset is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises not granted to Seller in accordance with this Agreement. Purchaser shall reimburse Seller for any out-of-pocket damages in excess of $1,000 that Purchaser and its employees, agents, lessees, occupants of a 76 Asset or contractors cause, as a result of injury to any test or monitoring well, remediation equipment and/or associated piping, or any other property or equipment installed or otherwise used by Seller in connection with its Baseline Corrective Action ("Remediation Equipment"), but no claim for special, exemplary, consequential or indirect damages, or for lost profit shall be asserted by Seller in connection therewith against Purchaser. However, Seller shall have the terms right to pursue such damage claims against any independent contractor. All Remediation Equipment owned by Seller shall remain the property of this LeaseSeller and may be removed from a 76 Asset, upon completion of Baseline Corrective Action at a 76 Asset.

Appears in 1 contract

Samples: Environmental Agreement (Unocal Corp)

Access. Landlord or 5.1 The Tenant shall permit the Landlord’s agents shall , its employees, contractors, consultants and invitees to have the right access to enter those parts of the Premises at all reasonable times andreasonably required for access by the Landlord to: (a) undertake the Detailed Design, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers preparation of the buildingConsents, methodology and/or programming, and to make such repairsundertake Seismic Works (including any defect remediation) or to inspect the areas affected by the Seismic Works; (b) in the event that clause 3 applies, alterations, improvements undertake the Building Works and Asbestos Works (including any defect remediation) or additions as to inspect the areas affected by the Building Works and/or Asbestos Works; (c) inspect the Redundant Buildings and undertake the demolition of the Redundant Buildings pursuant to clause 4; provided that the Landlord may reasonably deem necessary uses commercially reasonable endeavours to procure that the relevant works are undertaken in accordance with the relevant approved programme and/or methodology or desirable, and Landlord shall be allowed otherwise uses its reasonable endeavours to take all material into and upon said Premises that may be required therefore, without minimise disturbance having regard to the same constituting an eviction nature of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions works which are being madeundertaken, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, then: (d) the Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior will not be liable to the expiration Tenant for any loss of enjoyment, disturbance or interference caused to the Tenant (or to any of the term of this Lease Tenant’s contractors, employees or any renewal term, unless Tenant shall have exercised its then right to renew agents) by the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises and undertaking of the Seismic Works (including any defect remediation) and demolition of any of the Redundant Buildings pursuant to this agreement; and (e) subject to the Landlord complying with the obligations contained in this clause 5, the Tenant will not have any right to claim damages or compensation (including the reduction, suspension or abatement of any of the Tenant’s monetary obligations arising under this agreement or the Lease) due to the Landlord carrying out any works pursuant to this agreement. 5.2 The Tenant acknowledges and agrees that it shall comply with all reasonable directions of the Contractor and the Landlord in order to comply with their respective health and safety policies for compliance with the Health and Safety at Work Xxx 0000. The Landlord shall, and shall procure the contractors and consultants to, comply with the Tenant's reasonable health and safety, security and operational requirements during any period that the Landlord or the contractors or consultants are on the Premises. 5.3 The Tenant acknowledges the Earthquake Rating of the Seismic Buildings as at the Commencement Date are as specified in the seismic reports procured by the Landlord and disclosed to the Tenant during the Landlord's due diligence investigation under the Land SPA, and the Tenant agrees (notwithstanding any term of the Lease) that it shall have no right to claim damages or compensation (including the reduction, suspension or abatement of any of the Tenant’s monetary obligations arising under this agreement or the Lease) due to the Earthquake Rating of the Seismic Buildings provided that the Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance complying with the terms of its obligations pursuant to this Leaseagreement.

Appears in 1 contract

Samples: Deed of Novation and Amendment of Agreement for Sale and Purchase of Real Estate

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Access. Tenant shall permit Landlord or and Landlord’s agents shall have the right Agents to enter into the Premises at all any reasonable times and, time on at least one (1) Business Day’s written notice (except in the case of emergencyemergency in which case no notice shall be required), on not less than forty-eight (48) hours prior written notice to Tenantfor the purpose of inspecting the same, to examine for the purpose of showing the same and to show them to prospective purchasers or lenders, for the purpose of the building, and providing janitorial services (if Landlord is to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without provide the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior pursuant to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term terms of this Lease), Landlord may exhibit for the purpose of repairing, altering or improving the Premises or the Building or, during the last twelve (12) months of the Lease Term or if an Event of Default exists, for purposes of showing the Premises to prospective tenants or purchasers, and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestationPremises are available. Nothing herein contained, however, contained in this Section 4.8 shall be deemed or construed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities and access to and within the Project, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any obligation, responsibility or liability whatsoever, of the provisions of this Lease. Tenant shall arrange to meet with Landlord at least twenty (20) Business Days prior to vacating the Premises for the care, maintenance, or repair purposes of a joint inspection of the Premises prior to vacating. In the event of Tenant’s failure to give such notice or any part thereofarrange such joint inspection, except as otherwise herein specifically providedsuch failure shall not constitute a default under this Lease, but Landlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required to maintain the privacy or any of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Tenant’s Agents, or other information when access to persons claiming the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee right of Tenant when entering the Premises in accordance with the terms of this Leaseadmittance.

Appears in 1 contract

Samples: Office Lease (Mannkind Corp)

Access. Landlord or Landlord’s agents (A) Subject to the terms of this Lease, Tenant, during the Term, shall have access to the right Premises at all times, twenty-four (24) hours per day, every day of the year. (B) Subject to the terms of this Section 9.1(B), Landlord and Landlord's designees may enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours upon reasonable prior written notice to Tenant, Tenant (which notice may be given verbally to the person employed by Tenant with whom Landlord's representative ordinarily discusses matters relating to the Premises) to (i) examine the same and Premises, (ii) show the Premises to prospective tenants during the last eighteen (18) months of the Term, (iii) show them the Premises to prospective purchasers or master lessees of Landlord's interest in the buildingReal Property, and (iv) show the Premises to Mortgagees or Lessors (or prospective Mortgagees or Lessors), (v) gain access to Reserved Areas, or (vi) make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, additions or restorations (subject, in each case, to Section 9.4 hereof) that (I) Landlord is required to make pursuant to the terms of this Lease (including, without limitation, Landlord's Work), or (II) are reasonably necessary in connection with the maintenance, repair, or operation of the Real Property (Landlord's entry upon the Premises to perform such repairs, alterations, improvements, additions are or restorations being made, referred to herein as a "Work Access"). Landlord shall not be required to give Tenant advance notice of the entry by Landlord or Landlord's designees into the Premises as contemplated by this Section 9.1(B) to the extent necessary by reason of the occurrence of an emergency (with the understanding, however, that Landlord shall give Tenant notice of such emergency access as promptly as reasonably practicable thereafter). Except in the event of an emergency, Landlord shall cooperate reasonably with Tenant in scheduling Landlord's access to the Premises as provided in this Section 9.1(B) to facilitate Tenant's arranging for a representative of Tenant to accompany Landlord and Landlord's designees during such access. Landlord, in connection with a Work Access, shall have the right to bring into the Premises, and store in the Premises in a reasonable manner for the duration of the Work Access, the materials and tools that Landlord reasonably requires to perform the applicable repair, alteration, improvement, addition or restoration. Landlord shall have no liability to Tenant for any loss or interruption sustained by Tenant by reason of business of Tenant, or otherwiseLandlord's entry upon the Premises; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During that (w) nothing contained in this Section 9.1(B) diminishes Landlord's obligation to repair the six Premises (6) month period prior to the expiration of extent that the term of this Lease or any renewal termnecessity for such repair derives from a Work Access) as provided in Section 8.1 hereof, unless Tenant shall have exercised its then right (x) subject to renew the term of this LeaseSection 14.3 hereof, Landlord may exhibit shall remain liable to Tenant for personal injury or property damage that derives from Landlord's negligence or willful misconduct (or the Premises negligence or willful misconduct of Landlord's agents, contractors and employees, to prospective tenants the extent that such agents, contractors or purchasersemployees are acting within the scope of their employment) in connection with any such entry upon the Premises, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit (y) nothing contained in this Section 9.1(B) limits Tenant's rights to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair an abatement of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is Rental after a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records fire or other information when access casualty as provided herein or pursuant to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseSection 10.3 hereof.

Appears in 1 contract

Samples: Lease (Clear Secure, Inc.)

Access. Tenant shall permit Landlord and Landlord's Agents to enter into ------ the Premises at any time on at least one (1) Business Day's notice (except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or Landlord’s agents for the purpose of repairing, maintaining, altering or improving the Premises or the Building as required or to the extent permitted under this Lease. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Land entrances, Building doors or other facilities as necessary to permit Landlord to perform repair or maintenance obligations under this Lease, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease, provided that Landlord shall schedule all such activities at times mutually agreeable to Landlord and Tenant and shall conduct all such activities in a manner that will minimize disruption of Tenant's conduct of its business in the Premises in the ordinary course. Landlord shall have the right to enter the Premises at all reasonable times and, except in any time during the case of emergency, on not less than forty-eight last nine (489) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers months of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without Lease Term for the same constituting an eviction purpose of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants or purchasers, and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Premises are available. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least twenty (20) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or any part thereofarrange such joint inspection, except as otherwise herein specifically providedLandlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration, absent bad faith or demonstrable error. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required to maintain the privacy or any of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Tenant's Agents, or other information when access to persons claiming the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee right of Tenant when entering the Premises in accordance with the terms of this Leaseadmittance.

Appears in 1 contract

Samples: Lease (Sonosite Inc)

Access. 15.1 Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required thereforeright, without the same constituting an eviction or constructive eviction of Tenant in whole or in part and without any abatement of the Rent reserved shall in no way xxxxx while said repairsor liability to Tenant to (a) place (and have access to) concealed ducts, alterations, improvements, pipes and conduits through the Premises (without a material reduction or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration reconfiguration of the term useable area of this Lease or any renewal termthe Premises), unless Tenant (b) enter the Premises at reasonable times on reasonable prior notice, which may be oral (but prior notice shall have exercised its then right not be required in an emergency), to renew inspect the term of this LeasePremises, Landlord may exhibit to show the Premises to prospective tenants others or purchasersto perform any work Landlord deems necessary or desirable to the Premises or the Building (including the Building systems) for the purpose of complying with Laws, (c) alter, maintain or repair the Building (including the Building systems) or the Land, and place upon change the premises arrangement and location of entrances, corridors, doorways, elevators, stairs, toilets or access or other public portions 15.2 If there is to be an excavation or construction adjacent to the usual notices “To Let” or “For Sale” which notices Building, Tenant shall permit Landlord or any other person to remain thereon enter the Premises to perform such work as Landlord or that person deems necessary to protect the Building, without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility abatement of the Rent or liability whatsoeverto Tenant. 15.3 Except as may be provided in this lease, for all walls, windows and doors bounding the care, maintenance, or repair Premises (including exterior walls of the Building, core corridor walls, and exterior doors and entrances, other than surface facing the interior or the Premises or any part thereofand doors and entrances servicing only the Premises), except as otherwise herein specifically provided. balconies, terraces, vaults, Building systems and all other portions of the Building are reserved to Landlord for Landlord’s use. 15.4 Landlord shall give Tenant reasonable notice during exercise Landlord’s rights under this Article in a manner which minimizes interference with the conduct of Tenant’s business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject in the Premises and damage to the Health Insurance Portability Premises, Tenant’s Work and Accountability Act Tenant’s Property (HIPAA) all of 1996 and in accordance therewithwhich promptly be repaired by Landlord, Tenant is required to maintain the privacy of at its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseexpense).

Appears in 1 contract

Samples: Office Lease (Synacor, Inc.)

Access. Tenant shall permit Landlord and Landlord's Agents to enter into the Premises at any time on at least two (2) Business Days' notice (except in case of emergency, in which case no notice shall be required), for the purpose of inspecting the same or Landlord’s agents for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Landlord shall have the right to enter the Premises at all reasonable times and, except in for the case purpose of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants within the period of one-hundred twenty (120) Business Days prior to the expiration or purchasers, sooner termination of this Lease and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Premises are available. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least ten (10) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or any part thereofarrange such joint inspection, except as otherwise herein specifically providedLandlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required or any of Tenant's Agents, or other persons claiming the right of admittance. Notwithstanding anything contained herein to maintain the privacy contrary, in Landlord's exercise of its patients. foregoing rights, neither Landlord agrees to nor Landlord's Agents shall unreasonably interfere with Tenant's use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to and enjoyment of the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeasePremises.

Appears in 1 contract

Samples: Lease (Healthgate Data Corp)

Access. Landlord (a) From the date hereof to the Closing Date, Seller will afford to the representatives of Buyer, including its counsel and auditors, during normal business hours and upon reasonable advance written or Landlord’s agents oral notice, access to any and all of the Purchased Assets to the end that Buyer may have a reasonable opportunity to make such a full investigation of the Purchased Assets and of Seller's Ski Area Business in advance of the Closing Date as it shall reasonably desire, and the officers of Seller will confer with representatives of Buyer and will furnish to Buyer, either orally or by means of such records, documents, and memoranda as are available such information as Buyer may reasonably request, and Seller will furnish to Buyer's auditors all consents and authority that they may reasonably request in connection with any examination by Buyer. (b) From the date hereof to the Closing Date, Buyer shall have the right right, at its expense, to enter upon the Premises at Resort Land and undertake all reasonable times andsuch actions as may be necessary to prepare the Purchased Assets to open for the 1997 - 1998 ski season, except in the case of emergencyincluding all maintenance, on not less than forty-eight (48) hours prior written notice to Tenantmaking improvements, to examine the same acquiring or updating permits and to show them to prospective purchasers of the buildingapprovals and any such other actions as may be required, and to make operate the Purchased Assets for Buyer's own account and at Buyer's sole expense (although no obligation to undertake any such repairsaction is hereby implied). Buyer shall indemnify and hold Seller harmless from and against any claims, alterationsliability, improvements loss, cost or additions expense resulting from any bodily injury, death or property damage occurring as Landlord may reasonably deem necessary a proximate result of Buyer's access to and activities involving the Purchased Assets or desirableaction, or failure to act, at the Resort Land, including without limitation, any such claims, liability, damages, loss costs or expense resulting from the negligence of Seller (but not gross negligence) or relating to premises or other strict liability of Seller as the owner/lessee of the Resort Land. Buyer shall extend the same liability insurance as is currently in place at ASC's existing Ski Resorts to the Resort Land during the period of Buyer's use or occupancy of the same under this Section 10.03(b), and Landlord shall be allowed have the Seller named as an additional insured on such policy(s) of insurance. In the event the transaction contemplated hereby does not close for any reason, Buyer shall have, for a reasonable period, the right to take remove any and all material into and upon said Premises that may be required therefore, without improvements made by Buyer to the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwisePurchased Assets; provided, provided however, Landlord diligently pursues such repairs, alterations, that Buyer shall have no claim against Seller for the value of any improvements or additions. During the six (6) month period prior made to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeasePurchased Assets.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Asc Holdings Inc)

Access. Section 18.01 Landlord or Landlord’s agents and its designees shall have the right right, upon not less than twenty-four (24) hours’ prior written notice to enter the Premises at all reasonable times and, Tenant (except in the case event of an emergency, on where no prior notice shall be required), to enter upon any of the Demised Properties at reasonable hours to inspect such Demised Properties or, during the period commencing one year prior to the end of the Lease Term (or at any time if an Event of Default occurs), for the purpose of exhibiting same to prospective tenants and posting or erecting “for lease” or similar signage at the Demised Properties, all in Landlord’s discretion. Landlord’s Mortgagee shall have the right, upon not less than fortyseventy-eight two (4872) hours hours’ prior written notice to Tenant, to examine the same and to show them to prospective purchasers enter upon any of the buildingDemised Properties at reasonable hours to inspect such Demised Properties, and Tenant shall reasonably cooperate with Landlord’s Mortgagee to make effectuate same. Any such repairsentry and/or inspection by Landlord or Landlord’s Mortgagee shall not unreasonably interfere with Tenant’s ability to conduct its business operations at the Demised Properties. Section 18.02 Upon prior written notice from Landlord, alterations, improvements or additions Tenant shall permit such qualified persons as Landlord may reasonably deem necessary designate (“Site Reviewers”) to visit the Leased Premises during normal business hours and in a manner which does not unreasonably interfere with Tenant’s operations and perform, as agents of Landlord, environmental site investigations and assessments (“Environmental Site Assessments”) on the Leased Premises in any of the following circumstances: (i) in connection with any sale, financing or desirablerefinancing of the Leased Premises, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During (ii) within the six (6) month period prior to the expiration of the term Term, (iii) if an Event of this Lease Default exists, or (iv) at any other time that, in the reasonable opinion of Landlord, new information gives rise to a reasonable basis to believe that an Environmental Condition exists in violation of any applicable Environmental Law or involving a Release of Hazardous Materials which exceeds an applicable industrial remediation standard under any applicable Environmental Law. Where specifically required by a third party in the context of clause (i), above, or where undertaken pursuant to clauses (ii), (iii) and (iv), such Site Assessments may include both above and below the ground testing of Environmental Media for Environmental Conditions or Hazardous Materials and such other tests as may be necessary, in the reasonable opinion of the Site Reviewers, to conduct such testing. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers and as may be in Tenant’s possession or reasonably available to Tenant to facilitate the Environmental Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The cost of performing and reporting Environmental Site Assessments under clause (i) if such sale is to Tenant or any renewal termaffiliate or designee of Tenant, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasersunder clause (iii), and place upon the premises the usual notices “To Let” under clause (iv) if any Environmental Condition or “For Sale” Release of Hazardous Materials which notices Tenant shall permit requires remediation to remain thereon without molestation. Nothing herein contained, howevermeet applicable industrial remediation standards or are in violation of any applicable Environmental Law is actually discovered, shall be deemed or construed to impose upon Landlord any obligationpaid by Tenant, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord costs shall be accompanied paid by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseLandlord.

Appears in 1 contract

Samples: Master Land and Building Lease (Forterra, Inc.)

Access. Landlord or Landlord’s agents (a) Purchaser shall have the right right, itself or through its representatives, during normal business hours, after reasonable notice (which may be oral) to enter an officer of Seller and without undue disruption to Seller's normal business activities, to inspect the Premises Assets and properties of Seller and to inspect and make abstracts and reproductions of all books and records of Seller including, without limitation, applications and reports to the FCC, all financial information relevant to the Business, employee records, and engineering and environmental reports and Seller shall furnish Purchaser with such information respecting the Assets and Business and financial records as Purchaser may, from time to time, reasonably request. (b) Seller acknowledges and agrees, subject to any restrictions placed thereon by an owner or lessor of any real property involved (other than property owned by Leong, L-Square or their xxxxxiates), that Purchaser may commission, at Purchaser's cost and expense, a so-called "Phase I" environmental site assessment of the Assets (the "Phase I Assessment"). If the Phase I Assessment indicates that a so-called "Phase II" assessment (the "Phase II Assessment") or other additional testing or analysis of the Assets is advisable, the Purchaser may elect to cause its agents to conduct such testing and analysis. Seller will use its commercially reasonable efforts to comply with any reasonable request for information made by Purchaser or its agents in connection with any such investigation. Seller covenants that any response to any such request for information will be complete and correct in all material respects. Seller will afford Purchaser and its agents access to all operations of the Seller at all reasonable times and, except and in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make a reasonable manner in connection with any such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior investigation subject to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) required approval of 1996 and in accordance therewithSeller's landlords, Tenant is required to maintain the privacy of which approval Seller will use its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with obtain. Should Purchaser commission such confidential patient records an investigation, such investigation will have no effect upon the representations and warranties made by Seller to Purchaser under this Agreement except that if any Phase I Assessment or other information when access to the Premises by Landlord is permitted hereunderPhase II Assessment uncovers an environmental condition which then comprises a breach of Seller's representations or warranties herein, and Landlord Seller shall be accompanied by an agent not have breached such representation or employee of Tenant when entering the Premises warranty if Seller cures such breach in accordance with the terms provisions of this LeaseAgreement. (c) All information collected and generated as a result of the environmental due diligence authorized by Section 9.04(b) will be subject to the terms and conditions of Section 14.01 of this Agreement. Purchaser shall provide to Seller copies of all draft and final reports, assessments and other information composed or compiled by Purchaser's environmental consultants within five (5) business days of Purchaser's receipt of copies thereof. (d) Seller shall allow Purchaser the opportunity to conduct an engineering review of the Assets to confirm that the Assets comply with the FCC Authorizations and the regulations of the FCC and are otherwise in good condition and repair, reasonable wear and tear excepted. Purchaser shall provide to Seller copies of all draft and final reports, assessments and other information composed or compiled by Purchaser's engineers or engineering consultants within five (5) business days of Purchaser's receipt of copies thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dobson Communications Corp)

Access. Landlord Upon reasonable notice to Eastview, BPA and BPA's agents, employees and representative shall have reasonable access to the Leased Land and all Property Information that is in Eastview's or Landlord’s agents its property manager's possession or control for the purpose of conducting surveys, architectural, engineering, zoning, and environmental reviews, reports and studies and any other like items reasonably required by BPA. BPA shall not conduct any invasive or other physical sampling or testing of soil, groundwater, building materials, or stored products or wastes at the Leased Land. All access shall be subject to any rights of tenants, and restrictions in the Leases. BPA shall have no authority to allow any liens to be placed against the Leased Land, and BPA shall keep the Leased Land free and clear of any liens and will indemnify, defend, and hold Eastview harmless from all claims asserted against Eastview as a result of BPA's (or its agent's, employee's or representative's) entry onto the Leased Land, including reasonable attorneys' fees incurred in connection with any claim. BPA is not obligated under this indemnity with respect to liability arising by reason of any existing condition of the Leased Land disclosed by BPA's investigation. BPA's duty to indemnify, defend, and hold Eastview harmless, and BPA's restoration obligations, in this Paragraph 3.3 shall survive expiration or earlier termination of this Agreement, and shall not be limited by any liquidated damage provision in this Agreement. If any inspection disturbs the Leased Land, BPA shall restore the Leased Land to its condition before any such inspection. Prior to Lease Closing, BPA and its agents, employees, and representatives shall have a continuing right of reasonable access to the Leased Land and any office where the Property Information is kept, upon reasonable prior notice, for the purpose of examining and making copies of all Property Information in Eastview's or its property manager's possession or control. Prior to entry onto the Leased Land during the Due Diligence Period by BPA or its agents. employees or representatives, BPA shall deliver to Eastview a certificate of insurance (prepared on an insurance certificate form known as "XXXXX 28") from an insurance company reasonably satisfactory to Eastview, naming Eastview, iStar Financial Inc., LCOR Asset Management Limited Partnership (and such other parties designated by Eastview) as an additional insured, which certificate shall evidence a policy of general liability insurance written on an occurrence basis utilizing standard unmodified coverage forms, including a contractual liability endorsement, contractor's protective liability, property damage and personal injury coverage providing for a total combined single limit for bodily injury and property damage of $6,000,000.00, with a deductible of no more than $25,000.00, employer's liability in the amount of $500,000.00 (each accident) and the statutory limit for worker's compensation insurance. During the Due Diligence Period, BPA may conduct tenant interviews of the five (5) major tenants on the Leased Land; i.e., Regeneron, Emisphere, Aton, ACS and Crompton (collectively, the "Major Tenants"), at which Eastview shall be present, in accordance with a tenant interview schedule to which the parties shall reasonably agree. BPA shall have the right to enter conduct a "walk-through" of the Premises at all reasonable times and, except in Property before the case of emergency, on not less than forty-eight (48) hours prior written Closing upon appropriate notice to Tenant, to examine the same Eastview and to show them tenants as permitted under the Leases. In the course of its investigations, BPA may make inquiries to prospective purchasers of the buildingthird parties (other than tenants and subtenants), including, without limitation, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Eastview consents to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiseinquiries; provided, however, Landlord diligently pursues such repairsthat all communications to tenants/subtenants, alterationsgovernment officials (when related to environmental matters), improvements and property management personnel shall be coordinated exclusively through Eastview and shall not be inconsistent with the intent of the Agreement. At Eastview's request and at no cost to Eastview, BPA shall provide to Eastview copies of all reports and documents relating to the reviews performed by BPA or additionsBPA's agents, employees or representatives at the Leased Land. During the six (6) month period prior Due Diligence Period, Eastview shall provide to the expiration of the term of this Lease or any renewal termBPA's auditors, unless Tenant shall have exercised its then right to renew the term of this Leaseat BPA's sole cost and expense, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises Property Information to allow BPA's auditors to prepare audited financial statements for the Leased Land as required by Landlord is permitted hereunderthe Securities and Exchange Commission. At BPA's request, Eastview shall provide to such auditors, a representation letter appropriate for a privately held company (in form and Landlord substance reasonably acceptable to Eastview and Eastview's accountants) with respect to the Property Information examined by such auditors in connection with such audited financial statements. BPA agrees that BPA's auditors are the only persons entitled to rely on the representation letter and the representation letter shall only be accompanied addressed to BPA's auditors. Neither the representation letter nor any information furnished by an agent Eastview to BPA's auditors shall confer any rights upon, or employee of Tenant when entering create any liability to BPA beyond the Premises in accordance with the express terms of this LeaseAgreement including, without limitation, Paragraphs 10.3 and 10.5. Notwithstanding the foregoing, Eastview is not obligated to provide or release any Property Information to BPA's auditors other than such information described and permitted to be disclosed, or Property Information needed to support or prepare information described and permitted to be disclosed, pursuant to Sections 11.9 or 11.15 hereof.

Appears in 1 contract

Samples: Lease Agreement (BioMed Realty Trust Inc)

Access. Tenant shall permit Landlord or Landlord’s and its agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) upon 24 hours prior notice to Tenant to inspect or examine the Premises; to show the Premises to prospective tenants, or interested parties such as prospective lenders and purchasers; to exercise its rights and perform its obligations under this Lease; to clean, repair, alter or improve the Premises or the Building; to discharge Tenant's obligations when Tenant has failed to do so within a reasonable time after written notice from Landlord; to Tenant, to examine the same post notices of non-responsibility and similar notices and "For Sale" signs and to show them place "For Lease" signs upon or adjacent to prospective purchasers the Buildings or the Premises at any time within nine (9) months of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without expiration of the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiseLease Term; provided, however, Landlord diligently pursues may maintain its standard "Space Available" signs at the locations currently in existence outside the 4000 Building. Tenant shall permit Landlord and its agents to enter the Premises at any time in the vent of an emergency. If representatives of Tenant shall not be present to open and permit entry into the Premises at any time when such repairsentry by Landlord is necessary or permitted hereunder, alterations, improvements Landlord may enter by means of a master key (or additions. During forcibly in the six (6event of an emergency) month period prior without liability to the expiration Tenant and without such entry constituting an eviction of the term Tenant or termination of this Lease or Lease. Tenant shall not change any renewal term, unless lock leading into the Premises whereby Landlord would not be able to enter with master key. Tenant shall have exercised its then right unrestricted access to renew the term Premises, 24 hours a day each day of this Leasethe year. When reasonably necessary, Landlord may exhibit the Premises to prospective tenants or purchaserstemporarily close entrances, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein containeddoors, howevercorridors, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records elevators or other information when access facilities without liability to the Premises Tenant by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee reason of Tenant when entering the Premises in accordance with the terms of this Leasesuch closure.

Appears in 1 contract

Samples: Lease (Axiom Inc)

Access. Landlord or Landlord’s agents During the Sublease Term, and at no additional cost. Sublessee shall have the right to enter use the Premises telephone room (the “Telephone Room”) which is located in the Subleased Premises, and which is shown on Exhibit B, in common with Sublessor. In connection therewith, Sublessee shall have the right, in common with Sublessor, to use the telecommunications and data wiring and other equipment and racking (the ‘Telephone Room Equipment”) now located in the Telephone Room. Sublessor shall retain title to the Telephone Room Equipment but shall have no obligation to repair, replace, install or inspect the Telephone Room Equipment; provided, however, that Sublessee, may, at all reasonable times andits option and at its own cost, except in repair, replace, install and inspect the Telephone Room Equipment. Except m the case of emergency, on not less than forty-eight Sublessor will give Sublessee at least one (481) hours day’s prior written notice of any proposed entry into the Telephone Room, and will specify in such notice the purpose of Sublessor’s access and the names of the personnel who will be entering the Subleased Premises on behalf of Sublessor. Notwithstanding the foregoing, the Telephone Room Equipment shall not include the telephone switch (the “Telephone Switch”) located in the Telephone Room. Sublessor represents that it owns the Telephone Switch free and clear of all liens and encumbrances. On the Commencement Date, Sublessor shall assign the title to Tenantthe Telephone Switch to Sublessee, for no additional payment, in the form of a mutually agreeable xxxx of sale for an “as is” sale which shall disclaim all warranties and representations except as to Sublessor’s title to the Telephone Switch, to examine be prepared by Sublessee, and the same and Telephone Switch shall become the property of Sublessee on the Commencement Date. It shall be Sublessee’s obligation to show them obtain permission to prospective purchasers license the software for such Telephone Switch from Siemens, or any other owner of the building, software used to operate the Telephone Switch and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant Sublessee shall have exercised its then right no obligation to renew the term of this Lease, Landlord may exhibit the Premises assist Sublessee to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with obtain such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaselicensing permission.

Appears in 1 contract

Samples: Sublease Agreement (Lightbridge Inc)

Access. The parties to this Lease acknowledge that the Environmental Protection Agency ("EPA") has issued a RCRA Corrective Action Permit No. MDD046279311 (the "Permit") to General Electric Company ("GE"), a previous owner of the Property. The Permit requires GE, as the responsible party, to investigate and, where required, remediate certain Hazardous Substances that were placed on the Property while GE owned the Property. GE has covenanted to, and agreed with, Landlord that GE will perform all investigations, studies and remedial activities necessary to comply with the Permit and to remediate certain Hazardous Substances placed on the Property in violation of any Environmental Requirements while GE owned the Property (collectively, the "Remediation Activities"). GE has also agreed to indemnify Landlord with respect to Hazardous Substances introduced onto the Property by GE pursuant to a certain Indemnification Agreement between GE and Landlord dated April 25, 1996 (the "GE Indemnity"), a copy of which has been delivered to Tenant subject to the understanding that its terms and provisions be kept confidential. Landlord covenants that if GE fails to comply with the Permit, or to complete all Remediation Activities, or to comply with the provisions of the GE Indemnity, Landlord will take all commercially reasonable action necessary to require GE to comply with the Permit, to complete all Remediation Activities, and to comply with the provisions of the GE Indemnity. Landlord shall indemnify, defend, and hold harmless Tenant from any direct out of pocket cost or expense (excluding any lost profits or other indirect, special or consequential damages) incurred by Tenant as a result of GE's failure to comply with the Permit, to perform all Remediation Activities, and to comply with the GE Indemnity, to the same extent that Landlord is entitled to be indemnified by GE pursuant to the GE Indemnity, and subject to the same limitations set forth in the GE Indemnity. The foregoing indemnity is a personal obligation of the original Landlord and any purchaser of the Property other than a purchaser as a result of a foreclosure action or deed in lieu of foreclosure. No party that becomes the successor Landlord hereunder as a result of a foreclosure action or deed in lieu of foreclosure shall have any obligation with respect to such indemnity. However, the personal obligation with respect to such indemnity of the original Landlord and any purchaser of the Property other than a purchaser as a result of a foreclosure action or deed in lieu of foreclosure shall survive any transfer of title. EMG, an environmental consulting firm located in Baltimore, Maryland, has advised Landlord that there is no human health threat to Landlord or Landlord’s agents shall have Tenant as a result of GE's prior activities or the Remediation Activities covered by the Permit. Neither EPA nor any other governmental authority has provided Landlord with any notice that there is a human health threat to Landlord or Tenant as a result of GE's prior actions or the Remediation Activities, or that any use of the Premises should be limited while the Remediation Activities are pending. In order to permit GE to monitor and complete any Remediation Activities required by EPA, Landlord has agreed with GE that it will provide access to GE to certain monitoring xxxxx within the Property and the Premises (each of which is circular in shape, and has a diameter of less than one foot) shown on the diagram attached hereto as Exhibit F (the "Affected Areas"). Tenant hereby grants to GE the right to enter upon the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers other portions of the building, Property for the purpose of reasonable ingress and egress to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without from the same constituting an eviction of Tenant in whole or in part Affected Areas and the Rent reserved shall in no way xxxxx while said repairsperformance of any and all Remediation Activities, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability following limitations: (i) Prior to entry of the Property for any reason, GE has agreed to so advise Landlord at least fourteen (14) days in advance, which notice shall include a description of the work or activity to be performed, the location of the work or activity, and Accountability Act the time of day such work or activity will be performed (HIPAAwith all reasonable efforts to be made by GE to have such work or activity performed during non-traditional or "off-peak" working hours or other hours acceptable to Tenant). For emergencies or other good cause which would preclude GE from giving such fourteen (14) day prior written notice, GE shall give notice to Landlord as soon as practical. Landlord agrees to promptly notify Tenant whenever it receives notice from GE, and promptly to provide Tenant with copies of 1996 any written notice Landlord receives from GE with respect to GE's entry onto the Premises. (ii) In conducting its Remediation Activities, GE has agreed to use all reasonable and in accordance therewith, diligent efforts to minimize disruption of or interference with any of Tenant's activities on the Property. Landlord will take all commercially reasonable action to require GE to comply with such agreement. If as a result of GE's Remediation Activities Tenant is required to maintain close its operations at the privacy Premises for more than four (4) hours, Tenant may bring legal action against GE, and, if GE is thereby in default under the GE Indemnity, Landlord will take all commercially reasonable action to cooperate with Tenant in bringing such action, including joining such action as a party, if necessary. In addition, if as a result of GE's Remediation Activities Tenant is unable to use five (5) or more of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records loading docks, or other information when access to twenty-five thousand (25,000) square feet or more of its Premises, for five (5) consecutive business days or more, a just and proportionate part of the Rent, based on the portion of the Premises by Landlord is permitted hereunderrendered unusable, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leasesuspended and abated from such fifth (5th) business day until such use is restored.

Appears in 1 contract

Samples: Lease Agreement (Cosmetic Center Inc)

Access. Tenant shall permit Landlord and Landlord’s Agents to enter into the Premises with one (1) Business Day’s notice (which may be oral, provided however, except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Landlord’s notice shall specify the purpose of Tenant’s entry, and any such entry shall comply with Tenant’s Security Requirements and shall be subject to reasonable coordination with a representative of Tenant, who may accompany and/or monitor any activities of Landlord or Landlord’s agents Agents in the Premises. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease, provided that Landlord shall use commercially reasonable efforts to afford Tenant access to the Premises, subject to Governmental Requirements, and to restore Tenant’s full access to the Premises. Landlord shall have the right to enter the Premises at all reasonable times and, except in with one (1) Business Day notice (which may be oral) during the case of emergency, on not less than forty-eight last nine (489) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers months of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without Lease Term for the same constituting an eviction purpose of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants or purchaserstenants, and place upon the premises the usual notices “To Let” or “For Sale” any such entry shall comply with Tenant’s Security Requirements of which notices Tenant has informed Landlord in accordance with Section 4.3.2 above. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least twenty (20) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises prior to vacating. In the event of Tenant’s failure to give such notice or any part thereofarrange such joint inspection, except as otherwise herein specifically providedLandlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, any persons authorized by Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access for entry to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee Premises. (See Paragraph 4 of Tenant when entering the Premises in accordance with the terms of this LeaseRider.)

Appears in 1 contract

Samples: Lease (Mattersight Corp)

Access. Landlord From and after the date hereof and up to and including the Closing Date (or Landlordearlier termination of this Agreement) but subject to the other provisions of this Article 11.1, and execution of a Boarding Agreement (utilizing the form attached hereto as Exhibit F) with respect to any Assets operated by Seller and/or obtaining any required consents of Third Parties, including Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), Seller shall afford to Buyer and its officers, employees, consultants, agents, accountants, attorneys, investment bankers, lenders, equity investors and other authorized representatives (“Buyer’s agents Representatives”) full and unrestricted access, during normal business hours, to the Assets, including (but not limited to) all Records and other documents in Seller’s or its Affiliates’ possession relating primarily to the Assets. Seller shall make all Records available to Buyer and Buyer’s Representatives for due diligence investigation at the location of Seller’s offices located at 0000 Xxx Xxxxxx Xxxxxx, Suite 2800, Houston, Texas 77057, or at such other location or locations acceptable to Seller and Buyer. Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice and during normal business hours, adequate office space in Seller’s offices and Seller’s personnel knowledgeable of the Assets in order that Buyer may make such due diligence investigation as Buyer considers necessary or appropriate. At Buyer’s expense, Buyer shall have the right to enter arrange with Seller for the Premises purpose of making copies of such Records as Buyer may desire to copy for purposes of conducting its due diligence investigation. All due diligence investigations conducted by Buyer or any Buyer’s Representative shall be conducted at all reasonable times andBuyer’s sole cost, except in the case of emergency, on not less than forty-eight risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (48a) hours prior Upon written notice to TenantSeller, Buyer shall have the right to conduct a Phase I environmental property assessment of all or any portion of the Assets (the “Environmental Assessment”) to be conducted by a reputable environmental consulting or engineering firm approved in advance in writing by Seller; provided, to examine the same extent the conduct of any part of such Environmental Assessment requires the consent of any Third Party, then the conduct of such part shall be subject to obtaining such consent. Seller or its designee shall have the right to accompany Buyer and Buyer’s Representatives whenever they are on site on the Assets and also to show them collect split test samples if any are collected. Notwithstanding anything herein to prospective purchasers of the buildingcontrary, Buyer shall not have access to, and shall not be permitted to make conduct environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such repairsdue diligence (provided, alterationshowever, improvements Seller shall use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). In the event that Buyer’s Phase I environmental property assessments identify actual or additions as Landlord potential “recognized environmental concerns”, the Buyer may reasonably deem necessary or desirable, and Landlord request Seller’s permission to conduct additional Phase II environmental property assessments. The additional Phase II environmental property assessment procedures relating to any additional investigation shall be allowed submitted to take all material into and upon Seller in a Phase II environmental property assessment place. Thereafter, Seller may, in its sole discretion, approve said Premises that may be required thereforePhase II environmental property assessment place, without the same constituting an eviction of Tenant in whole or in part and Buyer shall not have the Rent reserved right to conduct any activities set forth in such plan until such time that Seller has approved such plan in writing. Any such approved Phase II environmental property assessment plan shall be performed in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason accordance with this Article 11.1 and in compliance with all Laws. (b) Buyer shall coordinate its physical inspections of loss the Assets and its Environmental Assessment with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller. Buyer shall abide by Seller’s, and any Third Party operator’s safety rules, regulations, and operating policies while conducting its due diligence evaluation of Tenantthe Assets including any Environmental Assessment or other inspection or assessment of the Assets. Buyer hereby defends, indemnifies and holds harmless each of the operators of the Assets and Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, Environmental Assessment, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements other due diligence activity conducted by Buyer or additions. During the six (6) month period prior any Buyer’s Representative with respect to the expiration Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF SELLER INDEMNIFIED PARTIES. (c) Buyer agrees to promptly provide Seller, but in no less than five (5) days after receipt or creation, copies of all final reports and test results, prepared by Buyer and/or any of Buyer’s Representatives and which contain data collected or generated from Buyer’s due diligence with respect to the term of this Lease or any renewal term, unless Tenant Assets. Seller shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall not be deemed by its receipt of said documents or construed otherwise to impose upon Landlord any obligationhave made representation or warranty, responsibility expressed, implied or liability whatsoeverstatutory, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access condition to the Premises by Landlord is permitted hereunderAssets or to the accuracy of said documents or the information contained therein. (d) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and Landlord shall be accompanied by an agent expense and without any cost or employee of Tenant when entering the Premises expense to Seller or its Affiliates, (i) close all bore holes from its Phase I environmental property assessment and any approved work with respect to a Phase II environmental property assessment in accordance with recognized industry standards, (ii) repair all damage done to the terms Assets in connection with Buyer’s due diligence, (iii) restore the Assets to the approximate same or better condition that it was prior to commencement of this LeaseBuyer’s due diligence and (iv) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including, without limitation, the real property associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (e) During all periods that Buyer, and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (iv) provide for five (5) days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering the Assets.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Black Elk Energy Finance Corp.)

Access. Landlord or Landlord’s agents (a) Seller shall, and shall have cause any tenant at the right Property to, afford to enter the Premises at all reasonable times andPurchaser and its accountants, except in the case of emergencycounsel, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same financial advisors and to show them to prospective purchasers of the buildingother representatives, and to make prospective lenders and each of their respective representatives, full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Property, Contracts, any commitments and records relating to the Property and, during such repairsperiod, alterations, improvements or additions shall furnish promptly such information concerning the Property as Landlord may Purchaser shall reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiserequest; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additionsinvestigation shall not unreasonably disrupt Seller’s tenant’s operations. During the six (6) month period prior Prior to the expiration Closing, Seller shall generally keep Purchaser informed as to all material matters involving the ownership, occupancy and leasing of the term Property. Seller shall authorize and direct the appropriate Trustees, managers and employees of this Lease Seller, as the case may be, to discuss matters involving the ownership, occupancy and leasing of the Property with representatives of Purchaser, Parent and their prospective lenders. All nonpublic information provided to, or any renewal termobtained by, unless Tenant shall have exercised its then right to renew Purchaser or Parent in connection with the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, transactions contemplated hereby shall be deemed confidential; provided that Purchaser, Parent and Seller may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. No information provided to or construed obtained by Purchaser or Parent pursuant to impose upon Landlord any obligation, responsibility this Section 7.1 shall limit or liability whatsoever, for otherwise affect the care, maintenanceremedies available to Purchaser and / or Parent to seek indemnification pursuant to Article X of the Asset Purchase Agreement, or repair the representations or warranties of, or the conditions to the obligations of, the parties hereto or thereto. Purchaser shall cause the Title Company to deliver a copy of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior title binder on the Property to any entry. Landlord acknowledges that Tenant is a health care provider subject be delivered to the Health Insurance Portability Seller. (b) Purchaser and Accountability Act Purchaser’s consultants have conducted a “Phase I” environmental Site Assessment of the Facility (HIPAA“Purchaser’s Environmental Assessment”) and a structural condition assessment of 1996 the Facility (“Purchaser’s Structural Condition Assessment”). Purchaser has received reports of Purchaser’s Environmental Assessment and Purchaser’s Structural Condition Assessment and has accepted the reports and any conditions disclosed therein and will not require any action on the part of the Seller in accordance connection therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Lease.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement (Core-Mark Holding Company, Inc.)

Access. Tenant shall permit Landlord or and Landlord’s agents Agents to enter into the Premises at any reasonable time upon one (1) business day notice (oral or written) to Tenant (or without notice in the event of an emergency) for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this Paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease; provided, however, if such closure prevents Tenant from occupying the Premises and continues for a period in excess of three (3) business days, Base Rent shall xxxxx hereunder. Landlord shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight upon one (481) hours prior written business day notice to Tenant, Tenant for the purpose of showing the Premises to examine prospective tenants within the same period of two hundred seventy (270) calendar days prior to the expiration or sooner termination of this Lease and to show them to prospective purchasers of erect on the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without a suitable sign indicating the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions Premises are being made, by reason of loss or interruption of business of Tenant, or otherwiseavailable; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration entry and signage shall not interfere with Tenant’s use and enjoyment of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically providedPremises. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required to maintain the privacy or any of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Tenant’s Agents, or other information when access persons claiming the right of admittance, unless Landlord has been negligent in admitting any person to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeasePremises.

Appears in 1 contract

Samples: Office Lease (Cephalon Inc)

Access. Landlord acknowledges and agrees that, except as otherwise expressly set forth in this Lease, Tenant shall have full responsibility for the maintenance and repair of and shall have unfettered access and control over the Premises throughout the Term of the Lease. Subject to Tenant’s security requirements as set forth on Exhibit F attached hereto, as may be amended, and to the provisions of this Section 6.5, (i) Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises to prospective or existing lenders or purchasers, or to prospective tenants (with prospective tenants being shown the Premises only within the last twelve (12) months of the Term), to confirm Tenant is complying with its obligations under this Lease, to comply with Landlord’s agents obligations under this Lease, to clean and make repairs, alterations or additions to the Premises to the extent permitted by this Lease, and (ii) in case of emergencies or to comply with applicable Laws or orders of Governmental Authority, Landlord shall have the right to enter temporarily close all or a portion of the Premises at all reasonable times andto perform inspections, except repairs, alterations and additions. Except in the case of emergencyemergencies or to comply with applicable Laws or orders of Governmental Authority, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material provide Tenant with at least one (1) business day prior notice of entry into and upon said Premises that the Premises, which may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically providedgiven via e-mail. Landlord shall give also comply with any governmental regulations as are applicable to the Permitted Use or any reasonable security protocols of Tenant reasonable notice during business hours prior regarding access to any entrysecured or controlled rooms or areas within the Premises. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to will not close the Premises if the work can reasonably be completed on weekends and after normal business hours. Entry by Landlord is permitted hereunder, and Landlord shall be accompanied by not constitute constructive eviction or entitle Tenant to an agent abatement or employee reduction of Tenant when entering the Premises in accordance with the terms of this LeaseRent.

Appears in 1 contract

Samples: Lease Agreement (Ionis Pharmaceuticals Inc)

Access. Tenant shall permit Landlord or Landlord’s and its agents shall have the right and contractors to enter the Premises at all reasonable times and, after reasonable notice from Landlord (except in the case cases of emergency, on not less than forty-eight (48where no notice is required) hours prior written notice to Tenantfor the purpose of inspecting, to examine cleaning, repairing, altering or improving the same and to show them to prospective purchasers Premises, the Building or the Land. Landlord may temporarily close any portion of the buildingLand, the Building or Premises without liability to Tenant by reason of such closure, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord closure shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting not constitute an eviction of Tenant in whole or release Tenant from any Rent hereunder. Tenant hereby waives any claim for rent abatement, damages, injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned by Landlord's exercise of its rights pursuant to this Section 13, unless caused by the gross negligence or willful misconduct of Landlord, its employees, agents or contractors. If a representative of Tenant is not personally present and entry is necessary due to an emergency or urgent necessity, Landlord shall have the right to use any and all means which Landlord may deem proper to open the doors to or in part the Premises in order to obtain entry to the Premises without liability to Tenant. Landlord shall use reasonable efforts to notify Tenant by phone or otherwise prior to such an entry, and if such notice is not possible, then as soon after such entry as may be reasonably possible. Any entry to the Rent reserved Premises obtained by Landlord by any of these means, shall in no way xxxxx while said repairs, alterations, improvementsnot under any circumstances be construed or deemed to be a forcible or unlawful entry into, or additions are being madea detainer of, by reason of loss or interruption of business of Tenantthe Premises, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration an eviction of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of from the Premises or any part portion thereof, except as otherwise herein specifically provided. Landlord This Section shall give Tenant reasonable notice during business hours prior to not impose any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records repair or other information when access to the Premises by obligation upon Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises not expressly stated elsewhere in accordance with the terms of this Lease.

Appears in 1 contract

Samples: Lease Agreement (Three Five Systems Inc)

Access. During the Term, Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year, together with (in a commercially reasonable manner) the use of all operating and functional HVAC, mechanical and plumbing systems servicing the Premises. Notwithstanding the foregoing or anything else herein to the contrary, Tenant shall not have access to any HVAC, mechanical or plumbing systems, or to other systems servicing the Premises, via access to the roof or the Building’s mechanical closet; provided, however, that to the extent that Tenant is responsible for the maintenance, repair or replacement of any such systems, Tenant shall have access to the roof or mechanical closet of the Building upon reasonable written notice to Landlord, and subject to such reasonable conditions as may be imposed by Landlord, including without limitation a requirement that all such access be accompanied by Landlord’s representatives or contractors. Landlord or Landlordits authorized agents shall, at any and all reasonable times upon reasonable prior notice to Tenant and without unreasonable interference with Tenant’s agents shall use or occupancy of the Premises, have the right to enter the Premises at all reasonable times and, except in to inspect the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenantsame, to examine supply any service to be provided by Landlord to Tenant hereunder, to repair the same Premises or any other portion of the Building, and to show them the Premises to prospective purchasers or, within the last twelve (12) months of the buildingTerm, and to make such repairsshow the Premises to prospective tenants, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting being deemed guilty of an eviction of Tenant in whole and without abatement of Rent. Except for claims arising as a result of Landlord’s negligence or in part willful misconduct, Tenant hereby waives any claim for damages against Landlord for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, howeveraforesaid purposes, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior shall at all times retain a key and a security access card with which to the expiration unlock all of the term of this Lease or any renewal termdoors in, unless Tenant shall have exercised its then right to renew upon and about the term of this LeasePremises, Landlord may exhibit the Premises to prospective tenants or purchasersexcluding Tenant’s vaults, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically providedsafes. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to have the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees right to use commercially reasonable efforts any and all means which Landlord may deem proper to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by open any door(s) in an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseemergency without liability therefor.

Appears in 1 contract

Samples: Lease Agreement (Mastech Holdings, Inc.)

Access. Landlord, its agents, employees, and contractors may enter the Premises at any time in response to an emergency and at reasonable hours to: (a) Inspect the Premises; [***] Denotes confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (b) Exhibit the Premises to prospective purchasers, lenders, or, during the last twelve (12) months of the Term, to prospective tenants; (c) Determine whether Tenant is complying with all its obligations in this Lease; (d) Supply cleaning service and any other service to be provided by Landlord to Tenant according to this Lease; (e) Post written notices of nonresponsibility or similar notices; or (f) Make repairs required of Landlord under the terms of this Lease or make repairs to any adjoining space or utility services or make repairs, alterations, or improvements to any other portion of the Building; however, all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Except with respect to the gross negligence or intentional misconduct of Landlord or its agents, property managers or employees, Tenant waives any claim against Landlord, its agents, employees, or contractors for damages for any injury or inconvenience to or interference with Tenant’s agents business, any loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by any entry in accordance with this Article 21. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on, or about the Premises (excluding Tenant’s vaults, safes and similar areas designated in writing by Tenant in advance). Landlord shall have the right to enter use any and all means Landlord may deem proper to open doors in and to the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice an emergency in order to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior obtain entry to the expiration of the term of this Lease or Premises, provided that Landlord will promptly repair any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord damages caused by any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any forced entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access Any entry to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with this Article 21 will not be construed or deemed to be a forcible or unlawful entry into or a detainer of the terms Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion of the Premises, nor shall any such entry entitle Tenant to damages or an abatement of Monthly Base Rent, Additional Rent, or other charges that this LeaseLease requires Tenant to pay. Notwithstanding anything in this Lease to the contrary, neither Landlord nor its agents, employees, and contractors will enter Tenant’s clinical file room without Tenant’s prior permission and without being accompanied by a representative of Tenant. Tenant will provide Landlord a diagram showing the location of the clinical file room within the Premises.

Appears in 1 contract

Samples: Office Lease (Dendreon Corp)

Access. Landlord Prior to the Closing, Seller shall provide Purchaser with reasonable access during normal business hours to the Mass-Market Assets and to Seller's employees, officers, agents and consultants, books and records (including property or Landlord’s agents sales Tax Returns), compensation and employee benefit plan documents, and such other information relating to the Mass-Market Cigar Business and the Mass-Market Employees subject to its existing policies with respect to providing information about its employees to other potential employers, as Purchaser may reasonably request. Seller shall provide Purchaser with, or allow Purchaser to make, copies, at Purchaser's expense, of any requested materials that are relevant to the Mass-Market Cigar Business and do not contain any confidential or proprietary information about the Retained Business or otherwise violate any internal procedures of the Retained Business. Seller shall authorize the independent accountants of Seller to allow the independent accountants of Purchaser to review the work papers and other accounting records of Seller's accountants prepared in connection with the preparation of the Closing Date Statement of Net Assets. Purchaser shall use its reasonable efforts to minimize any disruption to Seller's business in connection with the conduct of the process contemplated herein, and Seller shall receive reasonable advance notice of and shall have the right to enter participate in, any discussions Purchaser might have with any federal or state regulatory authorities about Seller or the Premises at all reasonable times andMass-Market Cigar Business. In the event that, except in the case as a result of emergencyany such investigation, on not less than forty-eight Purchaser discovers any fact that makes untrue any representation or warranty of Seller hereunder, (48a) hours prior Purchaser shall immediately provide Seller with written notice of such fact and (b) Seller's representations and warranties made hereunder or in any certificate delivered pursuant to Tenantthis Agreement shall, for purposes of each provision of this Agreement (other than (y) the conditions set forth in Article VIII hereof to examine the obligations of Purchaser to consummate the transactions contemplated hereby and (z) the right of Purchaser to terminate this Agreement under Section 12.2 hereof) be deemed modified by such fact or facts as if the same and to show them to prospective purchasers had been fully disclosed on the Disclosure Schedule on the date hereof, whether or not Seller is advised of the building, and to make such repairs, alterations, improvements fact or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leasefacts.

Appears in 1 contract

Samples: Asset Purchase Agreement (General Cigar Holdings Inc)

Access. Landlord Commencing upon the execution of this Agreement by Buyer and Seller, Seller shall allow (or Landlordcause to be allowed) Buyer or Buyer’s agents agents, employees, contractors, lenders or representatives access to the Property for purposes of any non-intrusive physical or environmental test, study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller pursuant to Section 6.1, review and copying of Seller’s books and records relating to the Membership Interests and the Property and any of the documents described in Section 6.1 above. Buyer shall have also be permitted to review such other matters necessary in the discretion of Buyer to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however that Buyer's right to enter review such other matters 41893434 Xxxxxxxx Grand/Purchase and Sale Agreement shall not be deemed to increase Seller's obligation to provide documents as required under Section 6.1, Section 21.1 or Section 21.1, or access as required under this Section 6.2). Buyer shall not conduct or authorize any physically intrusive testing of, on, or under the Premises at all reasonable times andProperty without first obtaining Seller’s consent as to the timing and scope of work to be performed, except which consent shall not be unreasonably withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in the case of emergency, on an amount not less than forty$2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-eight governmental authority for the purpose of gathering information in connection with the Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (48) hours prior written notice as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to Tenanttheir respective employees, to examine agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the same Property and Membership Interest and to show them any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to prospective purchasers provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the buildingconfidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to make the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such repairspersons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, the existence and Landlord contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be allowed kept confidential and shall not be disclosed to take all material into and upon said Premises any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required therefore, without the same constituting an eviction of Tenant in whole by law to be made to any applicable governmental or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvementsquasi-governmental authorities or any other person or entity, or additions are being made(ii) of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, by reason either party may issue a press release describing the transaction, provided that neither of loss Seller or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During Buyer may include the six (6) month period prior to the expiration identity of the term of this Lease or any renewal term, other party in such press release unless Tenant shall have exercised its then right to renew such press release is approved in writing in advance by the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, other party. 41893434 Xxxxxxxx Grand/Purchase and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Lease.Sale Agreement

Appears in 1 contract

Samples: Purchase and Sale Agreement (Steadfast Income REIT, Inc.)

Access. Tenant shall permit Landlord and Landlord's Agents to enter into the Premises at any time on at least two (2) Business Days' notice (except in case of emergency, in which case no notice shall be required), for the purpose of inspecting the same or Landlord’s agents for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Landlord shall have the right to enter the Premises at all reasonable times and, except in for the case purpose of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit showing the Premises to prospective tenants within the period of one-hundred twenty (120) Business Days prior to the expiration or purchasers, sooner termination of this Lease and place upon to erect on the premises Premises a suitable sign indicating the usual notices “To Let” or “For Sale” which notices Premises are available. Landlord shall exercise its foregoing rights under this paragraph 4.8 so as not to unreasonably interfere with Tenant's use and occupancy of the Premises. Tenant shall permit give written notice to remain thereon without molestation. Nothing herein contained, however, Landlord at least twenty (20) Business Days prior to vacating the Premises and shall be deemed or construed arrange to impose upon meet with Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or any part thereofarrange such joint inspection, except as otherwise herein specifically providedLandlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Landlord shall give Tenant reasonable notice during business hours prior not be liable for the consequences of admitting by passkey, or refusing to any entry. Landlord acknowledges that Tenant is a health care provider subject admit to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewithPremises, Tenant is required to maintain the privacy or any of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Tenant's Agents, or other information when access to persons claiming the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee right of Tenant when entering the Premises in accordance with the terms of this Lease.admittance

Appears in 1 contract

Samples: Lease (Integrated Information Systems Inc)

Access. Tenant shall permit Landlord or Landlord’s agents shall have the right and its authorized representatives to enter the Premises at all reasonable times andLeased Premises, upon twenty four hours prior written notice (except in the case of emergencyan emergency in which case no advance notice is required), on not less than forty-eight (48) during usual business hours prior written notice and subject to Tenant, 's security and confidentiality requirements (which requirements shall not be used by Tenant as a means to examine deny or delay Landlord's access to the Leased Premises contemplated by this Section 6.02 for more than three business days) to (a) inspect the same and to show them make any necessary repairs to prospective purchasers of the building, Leased Premises and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises perform any work therein that may be required thereforenecessary to comply with any laws, without ordinances, rules, regulations or requirements of any public authority, (b) as may be necessary to prevent waste or deterioration of the same constituting an eviction of Leased Premises not otherwise permitted by this Lease, which Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairsis obligated, alterationsbut has failed, improvementsto make, perform, or additions are being madeprevent, as the case may be and (c) to show the Premises to actual and prospective lenders, prospective purchasers or mortgagees of the Premises or providers of capital to Landlord. Tenant shall be required to reimburse Landlord for all out of pocket costs and expenses that Landlord incurs in order to perform repairs performed pursuant to subparagraph (a) above, and such reimbursement shall be paid, in full, within 10 days after Landlord's delivery of written demand therefor. The performance thereof by reason of loss or interruption of business Landlord shall not constitute a waiver of Tenant's default in failing to perform the same. Landlord shall not, in connection with the doing of any such work, permit any such work to disturb Tenant's operations, inhibit access to the Premises or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additionscause damage to Tenant's property. During the six period of nine (69) month period months prior to the expiration of the term of Lease (or at any time, if Tenant has vacated or abandoned the Leased Premises or is otherwise in default under this Lease or any renewal termLease), unless Landlord and its agents may exhibit the Leased Premises to prospective tenants. Tenant shall have exercised its then right provide Landlord with copies of all pass keys, access cards or both, to renew the Leased Premises to accomplish any and all of the foregoing. Notwithstanding the foregoing, in the event Tenant fails to exercise the option to extend the term of this Lease, the Lease as set forth in Section 16.02 the Landlord and its agents may exhibit the Leased Premises to prospective tenants following expiration of the deadline for Tenant to give notice of its election to extend the term of the Lease in accordance with Section 16.02, provided however that any such access by or purchaserson behalf of Landlord shall be upon twenty four hours prior written notice, occur during usual business hours, be subject to Tenant's security and confidentiality requirements, and place upon be limited to the premises extent required to avoid disturbing Tenant's operations (which requirements shall not be used by Tenant as a means to deny or delay Landlord's access to the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, Leased Premises contemplated by this Section 6.02 for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically providedmore than three business days). Landlord shall give indemnify Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that from and against all loss, damage or injury incurred by Tenant is a health care provider subject or caused to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with Leased Premises arising from such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leaseaccess.

Appears in 1 contract

Samples: Agreement of Sale (Blonder Tongue Laboratories Inc)

Access. Landlord or Landlord’s agents shall have access to and reserves the right to enter inspect, erect, use, connect to, maintain and repair pipes, ducts, conduits, cables, plumbing, vents and wires, and other facilities in, to and through the Leased Premises as and to the extent that Landlord may now or hereafter deem to be necessary or appropriate for the proper operation and maintenance of the Building (including the servicing of other tenants in the Building) and the right at all times to transmit water, heat, air conditioning and electric current through such pipes, conduits, cables, plumbing, vents and wires and the right to interrupt the same in emergencies without eviction of Tenant or abatement of Rent. The parties further agree: (i) Landlord will provide Tenant reasonable times and, advance notice of any entry to the Leased Premises except in the case event of emergencyemergencies, and (ii) nothing will be done hereunder that would permanently, materially and adversely alter the aesthetics or the utility of the Leased Premises for Tenant's permitted use without Tenant's prior written consent. In entering the Leased Premises, Landlord shall use reasonable efforts to minimize any interference with or disruption of Tenant's operations. Notwithstanding anything in this Lease to the contrary, if Landlord's entry onto the Leased Premises or other exercise of its rights under this Lease interferes with Tenant and such interference causes a material and adverse impact on not less than Tenant's operations at, use or enjoyment of the Leased Premises and such impact continues beyond forty-eight (48) hours prior hours, Tenant shall be entitled to an equitable abatement of rent to the extent and for such period of time as the interference continues, except for casualty governed by Section 15. If such interference continues beyond one hundred twenty (120) days, Tenant shall be entitled to terminate this Lease upon written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereofLandlord, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises for casualty governed by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseSection 15.

Appears in 1 contract

Samples: Office Lease Agreement (Integrated Information Systems Inc)

Access. Landlord or Landlord(A) Prior to the Closing, the Stockholders will, and will cause the Companies and the Designated Subsidiaries to, (A) give Acquiror and Acquiror’s agents Representatives reasonable access during normal business hours and upon reasonable notice to the employees, directors and officers, properties and books and records of the Companies and the Designated Subsidiaries, (B) furnish to Acquiror such financial and operating data and other information relating to the Companies and the Designated Subsidiaries as Acquiror may reasonably request, and (C) instruct the appropriate employees, directors and officers of the Companies and the Designated Subsidiaries to cooperate reasonably with Acquiror and Acquiror’s Representatives in connection with the foregoing, subject in each instance to continuation of the confidentiality and other terms and conditions of the confidentiality agreement among Acquiror and LF Strategic Realty Investors II L.P., LFSRI II-CADIM Alternative Partnership L.P., LFSRI II Alternative Partnership L.P., Senior Housing LP and Coinvestment LP, dated as of January 11, 2010, as amended by the letter agreement, dated as of January 14, 2010 and as further amended in Section 5(c)(vii) below (collectively, the “Confidentiality Agreement”). (B) Acquiror shall have the right to enter prepare or cause to be prepared surveys, inspections, engineering studies and Phase I environmental assessments with respect to the Premises Facilities (collectively, the “Inspections”), subject to the below provisions in this Section 5(a)(iii) and the continuation of the confidentiality and other terms and conditions of Confidentiality Agreement. Acquiror may only conduct Inspections during normal business hours and upon reasonable prior notice to the Stockholders (which notice shall include the names and titles of the persons who will participate in such Inspections and a brief statement of the purpose and expected duration of the visit and the scope of the Inspections proposed to be conducted) at such times as mutually agreed to by Acquiror and the Stockholders. The Stockholders, at their option, shall have the right to have a representative present during all reasonable times andsuch Inspections. (C) Notwithstanding anything to the contrary in this Section 5(a)(iii), except as set forth in Section 5(a)(iii) of the Stockholders’ Disclosure Schedule, the Stockholders shall have the right, without limitation, to disapprove any and all entries, Inspections and other matters that in the case Stockholders’ reasonable judgment could result in any injury to any of emergencythe Facilities or the Real Property or breach of any contract, or expose any Stockholder, Company or Designated Subsidiary to any losses or violation of applicable Law, or otherwise adversely affect any of the Facilities or the Real Property or any interest therein, and Acquiror shall obtain the Stockholders’ prior written consent to any such entries, Inspections or other matters that are invasive on the Facilities or the Real Property (including, without limitation, physical testing (environmental, structural or otherwise) at any of the Facilities or the Real Property (such as soil borings, water samplings and the like), which may be withheld in the Stockholders’ reasonable discretion and which may be conditioned, among other things, on Acquiror’s and/or Acquiror’s Representatives’ delivery to the Stockholders of evidence of insurance additional to that described in Section 5(a)(iii)(D) below. Acquiror shall coordinate with the Stockholders to conduct any Inspection in a manner that complies with all applicable Laws and regulations and does not less than fortycause or result in any disruption or damage of any material nature at any of the Facilities, any loss or expense or undue burden of any material nature on any of the residents, invitees or guests at each of the Facilities or disturbance or interference of any material nature with any of the activities of any of the residents, invitees or guests at each of the Facilities or the Real Property. Acquiror shall coordinate with the Stockholders to minimize disruption to residents, invitees and guests at each of the Facilities and the Real Property in connection with Acquiror’s or Acquiror’s Representatives’ activities pursuant to this Section 5(a)(iii). No consent by the Stockholders to any such activity shall be deemed to constitute a waiver or assumption of liability or risk by the Stockholders. Acquiror hereby agrees to repair, at Acquiror’s sole cost and expense, any damage caused by Acquiror or Acquiror’s Representatives to any of the Facilities or the Real Property so that such Facilities are or Real Property is restored to the same condition existing immediately prior to Acquiror’s exercise of its rights pursuant to this Section 5(a)(iii). In addition, Acquiror or Acquiror’s Representatives shall provide the Stockholders advance notice before communicating with any Governmental Authority concerning any of the Facilities or Real Property or any aspect thereof and shall provide the Stockholders or their representatives the opportunity to participate in any such communications. (D) Prior to entering onto any Facility or the Real Property to conduct any inspection of an invasive nature, Acquiror and/or Acquiror’s Representatives shall deliver to the Stockholders a certificate or certificates of insurance, together with a copy of the endorsements to the applicable policies naming the Stockholders and their Affiliates (as may be directed by the Stockholders) as additional insureds, evidencing policies of commercial general liability insurance on an occurrence basis and automobile liability insurance covering all owned, hired and non-eight owned vehicles brought onto any of the Facilities, issued by an insurance company licensed to do business in the state(s) in which the Facilities are or Real Property is located and having a rating of at least “AX” by A.M. Best Company, with limits of at least $1,000,000 combined single limit per occurrence for bodily or personal injury or death, for property damage and loss of use thereof. Such insurance coverage shall: (48i) hours be primary and any insurance maintained by the Stockholders or its Affiliates shall be excess and noncontributory, and (ii) include contractual liability coverage with respect to Acquiror’s indemnity obligations set forth below (it being understood, however, that the availability of such insurance shall not serve to limit or define the scope of Acquiror’s indemnity obligations under Section 5(a)(iii)(F) in any manner whatsoever). Such certificate(s) shall also provide that the coverage may not be cancelled, non-renewed or reduced without at least fifteen (15) days’ prior written notice to Tenantthe Stockholders. Acquiror and/or Acquiror’s Representatives shall also maintain statutory workers’ compensation insurance in the amounts required by applicable statute and employers’ liability coverage of at least $1,000,000 per occurrence. In addition to the foregoing evidence of insurance, Acquiror shall, upon Stockholders’ written request, deliver to examine the Stockholders a copy of any insurance policy required to be maintained by Acquiror or Acquiror’s Representatives hereunder. (E) Acquiror shall take commercially reasonable precautions to ensure that all actions taken in connection with the Inspections or other matters performed by or on behalf of Acquiror with respect to the Facilities or the Real Property, and all equipment, materials and substances generated, used or brought onto any of the Facilities or the Real Property pose no material threat to the safety of persons or the environment and cause no damage to any of the Facilities, the Real Property or other property of the Stockholders or other persons. Acquiror shall, at no cost to the Stockholders, deliver or cause to be delivered to the Stockholders copies of all reports, studies or assessments relating to any inspections and of any tests conducted at, or involving samples from, any of the Facilities or the Real Property by Acquiror or Acquiror’s Representatives at the same time received by Acquiror. (F) Acquiror shall indemnify and hold harmless each Stockholder and its Affiliates from and against any and all Damages arising from the action or inaction of Acquiror or Acquiror’s Representatives related to show them to prospective purchasers of the buildingentry onto the Facilities or the Real Property by Acquiror or Acquiror’s Representatives, and any Inspections or other matters performed by Acquiror and/or Acquiror’s Representatives with respect to make such repairs, alterations, improvements the Facilities or additions as Landlord may reasonably deem necessary or desirablethe Real Property. The limitations set forth in Section 6 shall not apply to Acquiror’s obligations under this Section 5(a)(iii), and Landlord Acquiror’s obligations under this Section 5(a)(iii) shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term survive a termination of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseAgreement.

Appears in 1 contract

Samples: Merger Agreement (Ventas Inc)

Access. Landlord (a) From and after the date hereof and up to and including the Closing Date (or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term earlier termination of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider Agreement) but subject to the Health Insurance Portability other provisions of this Section 10.1 and Accountability Act obtaining any required consents of Third Parties, (HIPAA) of 1996 and in accordance therewith, Tenant is required with respect to maintain the privacy of its patients. Landlord agrees to which consents EXCO shall use commercially reasonable efforts to avoid contact obtain) EXCO shall afford to BG and its officers, employees, agents, accountants, attorneys, investment bankers, consultants and other authorized representatives (“BG’s Representatives”) full access, during normal business hours, to the Subject Assets and all Records and other documents in EXCO’s or any of their respective Affiliates’ possession relating primarily to the Contributed Interests or Subject Assets. EXCO shall also make available to BG and BG’s Representatives, upon reasonable notice during normal business hours, EXCO’s personnel knowledgeable with respect to the Subject Assets in order that BG may make such diligence investigation as BG considers necessary or appropriate. All investigations and due diligence conducted by BG or any BG’s Representative shall be conducted at BG’s sole cost, risk and expense and any conclusions made from any examination done by BG or any BG’s Representative shall result from BG’s own independent review and judgment. BG shall coordinate its access rights and physical inspections of the Subject Assets with EXCO to reasonably minimize any inconvenience to or interruption of the conduct of business by EXCO. BG shall, and shall cause all BG’s Representatives to, abide by EXCO’s safety rules, regulations, and operating policies of which they are informed while conducting its due diligence evaluation of the Subject Assets including any environmental or other inspection or assessment of the Subject Assets. (b) Before conducting any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to any of the Subject Assets, BG shall furnish EXCO with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted and a description of the approximate location and expected timing of such activities. If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Subject Assets, EXCO may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by EXCO (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “BG’s Representative.” EXCO hereby approves ERM NA Holdings Corp., ERM Group Holdings Limited and any Affiliate thereof as an environmental consulting firm that may conduct such Invasive Activities and such environmental consulting firm is hereby deemed to be a “BG’s Representative.” EXCO shall have the right, at its option and expense, to split any samples collected from the Subject Assets with BG (c) BG hereby defends, indemnifies and holds harmless each of EXCO Indemnified Parties from and against any and all Liabilities attributable to personal injury, death or physical property damage, or violation of EXCO’s or its Affiliate’s rules, regulations or operating policies of which BG or the BG’s Representative associated with the Liabilities had been informed arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by BG or any BG’s Representative with respect to the Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF EXCO INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF EXCO INDEMNIFIED PARTIES. (d) BG agrees to review the report prepared by Environmental Resource Management Southwest, Inc. with respect to certain of the Assets and to disclose to EXCO such portions thereof as XX xxxxx reasonably appropriate to support any claims for Environmental Defects, or otherwise deems reasonably appropriate, and which BG does not believe in good faith need to remain privileged. Neither BG by its delivery of said documents nor EXCO by its receipt of said documents or otherwise shall be deemed to have made any representation or warranty, expressed, implied or statutory, as to the condition to the Subject Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of BG’s due diligence, BG shall at its sole cost and expense and without any cost or expense to EXCO or its Affiliates, (i) repair all physical damage done to the Subject Assets in connection with BG’s due diligence, (ii) restore the Subject Assets to the approximate same or better physical condition than it was prior to commencement of BG’s due diligence and (iii) remove all equipment, tools or other property brought onto the Subject Assets in connection with BG’s due diligence. Any disturbance to the Subject Assets (including the real property associated with such confidential patient records or other information when access to the Premises Subject Assets) resulting from BG’s due diligence will be promptly corrected by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseBG.

Appears in 1 contract

Samples: Contribution Agreement (Exco Resources Inc)

Access. Landlord Provided that Buyer is not in default of its obligations under this Agreement, then from and after the Opening of Escrow through the earlier of the termination of this Agreement or Landlord’s agents the Closing Date, Buyer, its agents, consultants, contractors and subcontractors shall have the right right, at reasonable times upon at least one business days’ prior notice to Seller (which notice may be verbal or written and provided directly to Xx. Xxxxxx Xxxxxxxxxxx at 000-000-0000, provided that verbal notice shall not be deemed to have been given unless verbal contact with Xx. Xxxxxxxxxxx actually been made) and provided that Buyer has so coordinated with Seller so as to afford Seller a reasonable opportunity to have a representative present at all such times, to enter upon the Premises at Property to conduct or make any and all reasonable times and, except in the case of emergency, on not less than fortynon-eight (48) hours prior written notice to Tenant, to examine the same intrusive and to show them to prospective purchasers of the building, noninvasive inspections and to make such repairs, alterations, improvements or additions Tests as Landlord may reasonably deem be necessary or desirable, subject to the rights of any tenants or occupants of the Property and Landlord the limitations set forth below in this Paragraph 14. The scope of any analysis which requires physical sampling or any other invasive or intrusive testing of all or any part of the Property shall be allowed subject to: (a) the prior written approval of Seller, which Seller may withhold or condition in its sole discretion, (b) Seller’s receipt of written evidence that Buyer has procured the insurance required pursuant to take this Paragraph 14, and (c) the requirement that Buyer dispose of all material into such test samples in accordance with applicable law and upon said Premises that at no cost or liability to Seller. Nothing herein shall authorize any subsurface testing or drilling on the Property by Buyer or its environmental consultant unless specifically approved in writing by Seller, which Seller may be required thereforecondition or deny in its sole discretion. Buyer shall obtain or cause its consultants to obtain (and provide evidence to Seller), without the same constituting an eviction of Tenant in whole or in part at Buyer’s sole cost and the Rent reserved shall in no way xxxxx while said repairsexpense, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to commencement of any investigative activities on the expiration Property, a policy of commercial general liability insurance covering any and all liability of Buyer and Seller with respect to or arising out of any investigative activities. Such policy of insurance shall be from an insurance company reasonably acceptable to Seller and name Seller as an additional insured and shall be kept and maintained in force during the term of this Lease Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any renewal termacts or omissions of Buyer. Buyer’s employees, unless Tenant agents, contractors, suppliers, consultants or other related parties. Such policy of insurance shall have exercised liability limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability. Buyer hereby agrees to provide to Seller, concurrently with the delivery to Buyer, a true and complete copy of all tests, reports, studies and the like generated by such vendor in connection with Buyer’s inspection of the Property (except for any of the same which are attorney-client privileged). Buyer shall keep all documents and information received from Seller and/or its then agents and the results of all of its inspections, studies, investigations, analysis, reports and the like confidential in compliance with Paragraph 22.16 below. Buyer hereby indemnifies, defends and holds the Property, Seller and their respective officers, directors, shareholders, participants, affiliates, employers, representatives, invitees, agents and contractors free and harmless from and against any and all claims, costs, losses, liabilities, damages or expenses to the extent arising out of or resulting from such entry by Buyer, its agents, consultants, contractors and subcontractors. Additionally, Buyer shall immediately, at its sole cost and expense, repair any and all damage to the extent arising out of or resulting from such entry and any acts or omissions by Buyer, its agents, employees, consultants, contractors and subcontractors, and shall immediately, at its sole cost and expense, restore the Property to the condition that existed immediately prior to such entry by Buyer, its agents, employees, consultants, contractors and subcontractors. Furthermore, Buyer hereby agrees not to contact any tenants or other occupants of the Property nor any governmental agencies with respect to the Property without Seller’s prior written consent, which shall not unreasonably withhold, condition or delay (provided that Seller shall have a right to renew have a representative present during any such meetings with any such tenants or occupants or governmental agencies). Buyer shall keep the term Property free and clear of any mechanics’ liens or materialmen’s liens related to Buyer’s inspection and the other activities contemplated in this Paragraph 14. All of Buyer’s obligations set forth in this Paragraph 14 shall survive the Close of Escrow and shall not be merged with the Deed, and shall survive the termination of this Lease, Landlord may exhibit Agreement and Escrow prior to the Premises to prospective tenants or purchasersClose of Escrow, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall not be deemed or construed to impose upon Landlord limited by any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms provision of this LeaseAgreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Kilroy Realty Corp)

Access. (A) To the extent Landlord may lawfully grant such access, upon full execution of a SLA, Landlord shall thereby grant to Tenant a non-exclusive right of ingress to and egress from the Premises and any access road to the Premises for the purposes of installing, maintaining, operating and repairing Tenant's Wireless Facilities. Notwithstanding the foregoing, Landlord gives no guarantee to Tenant regarding Tenant's ability to enter or exit the Premises when weather conditions, road conditions, and any other element outside Landlord’s agents shall have the right 's control might affect Tenant's ability to enter the Premises. Upon the execution of a SLA, Landlord shall deliver to Tenant all necessary keys and combinations within Landlord's reasonable control to facilitate Tenant's ingress to and egress from the Premises. Subject to the provisions of the Prime Lease, Tenant shall be entitled to have access to the Premises at all reasonable times and, except in the case of emergency, on not less than fortytwenty-eight four (4824) hours prior written notice to Tenantper day, to examine seven (7) days per week. To the same and to show them to prospective purchasers extent reasonably practicable, Tenant shall notify Landlord within four (4) hours of any emergency occurring on the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord Premises. The rights of Tenant under this Section 9 shall be allowed limited to take all material into and upon said Premises that may be required thereforeauthorized employees, without the same constituting an eviction of Tenant in whole contractors or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business subcontractors of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements persons under their direct supervision. Before Tenant allows any contractor or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when subcontractor access to the Premises Premises, Tenant shall provide notice to Landlord. Notwithstanding the foregoing, Landlord accepts no responsibility for any acts or omissions committed by Tenant's employees, contractors, or subcontractors. (B) Notwithstanding the above, if Tenant has Wireless Facilities in a building located on the Premises, Tenant's access to the building will be subject to and limited by any reasonable security procedures instituted by Landlord for the protection of the Premises. (C) Notwithstanding the above, neither Tenant nor any employee, contractor, subcontractor or agent of Tenant shall allow any person to enter upon or climb on the tower located on the Premises ("Tower") without ensuring that such person is permitted hereunderusing appropriate preventive fall protection. In furtherance of and not in limitation of the foregoing, and Landlord any employee, contractor, subcontractor or agent of Tenant ascending or descending the Tower shall be accompanied positively attached to the Tower by means of an agent OSHA-approved device. Landlord makes no representation or employee warranty to Tenant as to the fitness of Tenant when entering the Premises in accordance with the terms of this Leaseany such device for any particular use or purpose.

Appears in 1 contract

Samples: Master Lease Agreement (Dobson Communications Corp)

Access. Landlord or Landlord’s agents LICENSEE, its properly qualified and authorized agents, employees, contractors and servants, shall have the right to enter access the Premises at all reasonable times andFacility Monday through Friday, except in 8:00 a.m. through 4:00 p.m. (weather permitting), as coordinated and accompanied by representatives of COUNTY. If communication equipment of LICENSEE is operated or maintained by anyone other than its regular employees, the case admission of emergency, on not less than fortysuch persons to said site shall be permitted only upon express consent of COUNTY having first been obtained. COUNTY hereby grants to LICENSEE a non-eight (48) hours prior written notice exclusive right to Tenant, use the access road that serves the Facility. Said right shall be subject to examine the same and to show them to prospective purchasers provisions of the buildingSection 10 hereof, and to make such repairsthe following conditions and terms: A. LICENSEE shall exercise said right through its authorized agents, alterationsemployees, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvementscontractors, or additions are being madeservants whenever it is necessary for them to have access to LICENSEE’s equipment, by reason of loss now or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior hereafter located on said Facility. B. LICENSEE shall use said road at its sole risk and avoid traveling upon it to the expiration of greatest practical extent at all times when weather conditions are such that excessive damage to the road surface may result from such use. LICENSEE shall, at its expense, promptly repair any abnormal or excessive road damage caused by its use during the term of this Lease or any renewal term, unless Tenant shall have exercised its then right License. C. In the event LICENSEE elects to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is add a health care provider subject lock to the Health Insurance Portability and Accountability Act locked gates, LICENSEE shall provide locks in such a manner that the gates may be used without disturbing the locks of others. D. After-hours access will only be granted for emergency situations. This access is not included in the Fee. Any call-out for after-hours access will be billed at the then-current, after-hours hourly rate at time of call-out. The current (HIPAAFY 2019-20) of 1996 and in accordance therewith, Tenant hourly rate for after-hours callouts is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Lease$162.

Appears in 1 contract

Samples: Communications Site License Agreement

Access. Landlord or LandlordTenant and Tenant’s agents assignees and subtenants, if any, shall have the right open and unrestricted access to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of during the term of this Lease Agreement. If necessary to access the Premises as herein described, Landlord hereby grants to Tenant and Tenant’s assignees and subtenants, if any, an easement over, upon, and across property adjoining the Premises owned or any renewal termunder the control of Landlord for the purpose of providing Tenant and Tenant’s assignees and subtenants, unless if any, with twenty-four (24) hour daily access to the Premises from a public street or thoroughfare (the “Access Easement”); provided that such use shall not unreasonably interfere with the use of such adjoining property by Landlord or others. In addition, Landlord hereby grants to Tenant and Tenant’s assignees and subtenants, if any, an easement over, upon, and across property adjoining the Premises owned or under the control of Landlord for the purpose of providing utilities to the Premises (the “Utility Easement”); provided that such use does not unreasonably interfere with the use of such adjoining property by Landlord or others. The Access Easement and the Utility Easement shall have exercised its then right to renew be revoked or terminated only upon the term expiration or earlier termination of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patientsAgreement. Landlord agrees to use commercially reasonable efforts execute, if terms are acceptable to avoid contact with such confidential patient records Landlord, one or other information when access to the Premises by Landlord is permitted hereundermore separate Easements in recordable form upon Tenant’s request and at Tenant’s expense, and Landlord shall which Easements may be accompanied by an agent filed or employee of Tenant when entering the Premises in accordance with the terms of this Leaserecorded without Landlord’s consent.

Appears in 1 contract

Samples: Lease Agreement

Access. Landlord (a) If (i) the ABL Loan Collateral Agent commences any Enforcement Action (including, but not limited to, any action of foreclosure) with respect to the ABL Loan Collateral (ABL Loan Collateral Enforcement Actions) or Landlord’s agents shall have (ii) the right to enter Inventory Collateral Agent commences any Enforcement Action and the Premises Inventory Collateral Agent (or a purchaser at all reasonable times and, except a foreclosure sale conducted in the case foreclosure of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers any Liens of the buildingInventory Collateral Agent) takes actual or constructive possession of the Refinery (Priority Collateral Enforcement Actions), then the Inventory Collateral Agent will, only for a period of ten (10) Business Days after the commencement of such Enforcement Action and only if such Enforcement Action is continuing during such period (the Access Period), permit the ABL Loan Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the Loan Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto), access to the Refinery office premises and accounting computers during normal business hours and upon reasonable advance notice only for purposes of accessing and copying billing and account information and data from computer software or systems related to the processing of accounts receivable; provided that (x) such access may and will (A) be concurrent with Inventory Party’s access and use; and (B) not interfere with any access rights of the Inventory Party or the Inventory Collateral Agent relating to the Refinery or otherwise, including the Inventory Party’s or the Inventory Collateral Agent’s ability to access and use such information, data, computer software or systems, (y) nothing contained in this Agreement will restrict the rights of the Inventory Collateral Agent from selling, assigning or otherwise transferring the Refinery, if an Access Period has commenced, prior to the completion of such Access Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Loan Collateral Agent and the Loan Parties) to be bound by the provisions of this Section 7.5 (Access), and (z) ABL Loan Collateral Agent, its employees, agents, advisers and representatives shall exercise reasonable care and technical skill in accessing and copying such information (including using virus protection software) and ensure that any such data or information is not modified, damaged or deleted as a result of such access or copying. (b) During the period of actual access by the Loan Parties and/or the ABL Loan Collateral Agent (or their respective employees, agents, advisers and representatives) of the Refinery, the Loan Parties and the ABL Loan Collateral Agent will be obligated to repair at their expense any information or data damage or loss or physical damage to the Refinery resulting from such access, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without leave the Refinery in the same constituting an eviction condition as it was at the commencement of Tenant such access. (c) The Loan Parties will (i) access the Refinery in whole or compliance with and with reasonable regard to their and other’s safety and to the Refinery’s safety procedures and in part accordance with applicable law; and (ii) hold harmless and indemnify the Inventory Collateral Agent and the Rent reserved shall in no way xxxxx while said repairsInventory Party from any claim, alterationsloss, improvementsdamage, cost or liability arising out of or resulting from any acts or omissions by the ABL Loan Collateral Agent, or additions are being madeany of its agents or representatives, in connection with the exercise by reason the Loan Parties of loss their rights of access set forth in this Section 7.5 (Access). In no event will any Inventory Party or interruption the Inventory Collateral Agent have any liability to the Loan Parties pursuant to this Section 7.5 (Access) or otherwise as a result of business of Tenant, any condition on or otherwise; provided, however, Landlord diligently pursues with respect to the Refinery or such repairs, alterations, improvements information or additions. During the six (6) month period data existing prior to the expiration date of the term exercise by the Loan Parties of their access rights under this Lease Section 7.5 (Access) or any renewal term, unless Tenant shall have exercised its then right to renew the term during such period of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasersaccess, and place upon except as expressly provided herein the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility Loan Parties will have no duty or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records Refinery in a condition or other information when access manner better than that in which it was maintained prior to the Premises access thereof by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseLoan Parties.

Appears in 1 contract

Samples: Intercreditor Agreement (Par Petroleum Corp/Co)

Access. I Tenant shall permit Landlord or Landlord’s and its agents shall have the right to enter the Premises at all reasonable times andand (except in cases of Emergency, as defmed herein) upon reasonable prior notice (to be not less than two (2) business days except as provided below): to inspect the same; to show the Prekises to prospective tenants during the last twelve (12) months of the Term, or to interested partie~ such as prospective lenders and purchasers at any time during the Term; upon not less than five (s) days. Inotice (except in cases where this Lease requires prompt action by Landlord, as in the case of emergencyrepairs, on not less than forty-eight (48) hours prior written notice to Tenantor in cases of Emergency), to examine clean, repair, alter or improve the same Premises or the Builtlmg; to discbarge Tenant's obligations when Tenant has failed to do so within any applicable grac~ period provided for herein; to post notices of non-responsibility and similar notices and "For Sale'j or "For Lease" signs upon or adjacent to the Building and to show them place "For Lease" signs upon or adjacTt to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, (but without in either case obstructing any windows in the same constituting an eviction of Tenant in whole or in part and Premises) at any time within the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six twelve (612) month period prior to the expiration of the term Lease Term or at any time Mter the Premises has been vacated by Tenant; or for any other legitimate business purpose. Tenkt shall permit Landlord and its agents to enter the Premises at any time, and with only such noticJ as may be practicable under the circumstances (including no notice if the circumstances so dictath in the event of this Lease an Emergency (provided Landlord will notify Tenant of any such Emergency entTJjas soon as is practicable under the circumstances, including verbal notice in advance if circumstances permit). When reasonably necessary due to required repairs or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Leaselegal requirements or fue like, Landlord may exhibit temporarily close entrances, doors, corridors, elevators or other facilities IWithout liability to Tenant by reason of such closure, provided any such closures shall be minimized to the Premises to prospective tenants or purchasersfullest extent reasonably practicable in light of the applicable legal requirements and/or nature of the repairs. Landlord, and place upon in the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, howeverexercise of all of its rights under this Section 18, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially corrurlercially reasonable efforts to avoid contact with such confidential patient records or other information when access to minimize disruption of Tenant's use and occupancy of the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeasePremises. 18.

Appears in 1 contract

Samples: Lease Agreement (OMNICELL, Inc)

Access. Landlord or Landlord’s agents shall have reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times and, except in the case cases of emergency, on not after giving Tenant no less than forty-eight two (482) hours days prior written notice to Tenantby telephone or other reasonable means, to examine inspect the same and Premises; to supply any service to be provided by Landlord hereunder; to show them the Premises to prospective purchasers of the building, and or mortgagees; to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit show the Premises to prospective tenants during the last year of the Term; to post notices of nonresponsibility; and to repair or purchasersmaintain the Premises as required by Section 7.1, without abatement of Rent, and place upon may for that purpose erect, use and maintain necessary structures in and through the premises Premises where reasonably required by the usual notices “To Let” or “For Sale” which notices Tenant shall permit character of the work to remain thereon without molestationbe performed. Nothing herein containedAt all times when Landlord enters the Premises for any reason under this Lease (except in the case of an emergency), however, Landlord shall be deemed accompanied by a representative of Tenant. Landlord shall not be permitted to access, except in the case of emergencies or construed to impose upon Landlord perform Landlord's obligations under Section 7.1, any obligationareas that Tenant has designated in writing "special security areas", responsibility except with the prior consent of Tenant. Tenant hereby waives any claim for damages for any injury or liability whatsoeverinconvenience to or interference with Tenant's business, for the care, maintenance, any loss of occupancy or repair quiet enjoyment of the Premises or any part thereofother loss occasioned thereby, except as otherwise herein specifically providedto the extent caused by the negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant's use of the Premises. Landlord shall give Tenant reasonable notice during business hours prior have the right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain entry to any entry. Landlord acknowledges that Tenant is a health care provider subject to portion of the Health Insurance Portability Premises, and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with any such confidential patient records or other information when access entry to the Premises or portions thereof obtained by Landlord is permitted hereunderby any of said means, and Landlord or otherwise, shall not under any circumstances be accompanied by construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an agent eviction, actual or employee constructive, of Tenant when entering from the Premises in accordance with the terms of this Leaseor any portion thereof.

Appears in 1 contract

Samples: Commercial Lease (Telik Inc)

Access. Landlord, its agents, employees, and contractors may enter the Premises at any time in response to an emergency and at reasonable hours to: (a) Inspect the Premises; (b) Exhibit the Premises to prospective purchasers, lenders, or, during the last twelve (12) months of the Term, to prospective tenants; (c) Determine whether Tenant is complying with all its obligations in this Lease; (d) Supply cleaning service and any other service to be provided by Landlord to Tenant according to this Lease; (e) Post written notices of nonresponsibility or similar notices; or (f) Make repairs required of Landlord under the terms of this Lease or make repairs to any adjoining space or utility services or make repairs, alterations, or improvements to any other portion of the Building; however, all such work shall be done as promptly as reasonably possible and so as to cause as lithe interference to Tenant as reasonably possible. Except for the intentional misconduct or grossly negligent acts of Landlord or Landlord’s agents or employees, Tenant, pursuant to this Article 21, waives any claim against Landlord, its agents, employees, or contractors for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by any entry in accordance with this Article 21. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on, or about the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance). Landlord shall have the right to enter use any and all means Landlord may deem proper to open doors in and to the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice an emergency in order to Tenant, to examine the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior obtain entry to the expiration of the term of this Lease or Premises, provided that Landlord will promptly repair any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord damages caused by any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any forced entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access Any entry to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with this Article 21 will not be construed or deemed to be a forcible or unlawful entry into or a detainer of the terms Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion of the Premises, nor shall any such entry entitle Tenant to damages or an abatement of Monthly Base Rent, Additional Rent, or other charges that this LeaseLease requires Tenant to pay.

Appears in 1 contract

Samples: Office Lease (Acucela Inc)

Access. Landlord or Landlord’s agents shall have Prior to the right to enter the Premises at all Closing, upon reasonable times and, except in the case of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and to show them to prospective purchasers of the buildingfrom Buyer, and subject to the provisions of any applicable lease or sublease, Sellers shall afford to the officers, attorneys, accountants or other authorized representatives of Buyer and its financing sources reasonable access during normal business hours to the business, employees, Real Estate, facilities and Books and Records of Sellers and the Other Companies relating to the Business, so as to afford Buyer and its financing sources full opportunity to make such repairsreview, alterations, improvements or additions examination and investigation of the Business as Landlord may Buyer determines is reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without in connection with the same constituting an eviction consummation of Tenant in whole or in part the transactions contemplated hereby and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwisefinancing thereof; provided, however, Landlord diligently pursues that the foregoing right of access shall not be exercisable in such repairsa manner as to interfere unreasonably with the normal operations and business of Sellers or any of the Other Companies, alterationsand Buyer shall be permitted to make extracts from or to make copies of such Books and Records as may be reasonably necessary in connection therewith. Prior to the Closing, improvements Sellers shall promptly furnish Buyer with access to such maintenance records, operating data and other information relating to the Business as Buyer may reasonably request. Sellers shall promptly deliver to Buyer such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers, or additionsby any Person in the Bankruptcy Cases. During Sellers shall promptly provide to Buyer all documents and materials relating to the six (6) month period Assumed Contracts or any portion thereof, and otherwise cooperate with Buyer, to the extent reasonably necessary in connection with Buyer’s preparation for or participation in any part of the Bankruptcy Cases in which Buyer’s participation is necessary, required or reasonably appropriate. Sellers shall promptly deliver to Buyer all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Buyer may reasonably request. Sellers shall also execute and deliver any consents or waivers necessary to provide Buyer access to the work papers of Sellers’ independent accountants. In addition, Sellers shall obtain Buyer’s prior consent before issuing any press release or public statement outside the Bankruptcy Court concerning, in whole or in part, the transactions contemplated by this Agreement. Without limiting the generality of this Section 5.1, if requested by Buyer, Sellers, upon reasonable notice, shall provide access during normal business hours to the Real Estate prior to the expiration Closing Date to Buyer and its financing sources and their representatives and agents for purposes of conducting Environmental Assessments. To the term extent that any applicable lease or sublease restricts the ability of this Lease Sellers (or does not permit Sellers) to grant access to any renewal termReal Estate, unless Tenant Sellers shall have exercised its then right use all reasonable best efforts to renew the term of this Leaseprovide for such access as Buyer may reasonably request hereunder, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, including for the care, maintenance, or repair purpose of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by performing an agent or employee of Tenant when entering the Premises in accordance with the terms of this LeaseEnvironmental Assessment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Team Inc)

Access. Tenant shall provide for and permit access, at no cost to Landlord, as Landlord and its employees, agents, and contractors may require to each of the Properties under Schedule 2, Schedule 3 and Exhibit C, as is required for Landlord to meet all environmental obligations for Remediation of Contamination or Landlord’s agents for UST Upgrades. Such access shall have include the right to enter conduct such tests, take such groundwater or soil samples, excavate, remove, dispose of, and treat the Premises at all reasonable times andsoil and groundwater, except and undertake such other actions as are necessary in the case sole judgment of emergencyLandlord. Landlord shall expeditiously remove from the applicable Property as soon as reasonably practicable or as required by Environmental Law all drums containing drill cuttings, soil, debris or liquids generated from Landlord's Remediation or investigation activities. Landlord shall restore the surface and existing structures, if any, on not less than forty-eight (48) hours prior written notice the applicable Premises to Tenant, a condition substantially similar to examine that at the same and to show them to prospective purchasers of the building, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period time immediately prior to the expiration action taken by Landlord and shall replace or repair damage to Tenant's equipment and personal property on such Property caused by Landlord or its contractors. Landlord shall, to the extent practical, undertake the actions necessary to complete its Remediation of Contamination in a manner that will not unreasonably disrupt the term operations of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew on the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestationapplicable Property. Nothing herein containedIn no event, however, shall be deemed or construed Landlord have liability to impose upon Landlord any obligationanyone, responsibility or liability whatsoeverincluding Tenant, for the carebusiness disruption, maintenancelost profits, or repair consequential damages arising from such actions or access. Landlord or its contractors shall provide Tenant as much advance notice as possible of all potentially disruptive or intrusive activities to be taken on any of the Premises or any part thereof, except as otherwise herein specifically providedapplicable Properties. Landlord shall give Tenant reasonable Such notice during business hours prior to any entrymay be in the form of a periodic schedule of activities. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord No advance notice shall be accompanied by an agent required for non-disruptive activities, such as periodic monitoring of wellx. Xxndlord and Tenant agree to cooperate on the placement and the location of Landlord's Remediation equipment. Any cost or employee expense to repair or replace monitoring and Remediation equipment resulting from the acts or omissions of Tenant when entering or Subtenant or their respective employees, agents, licensees, invitees, Subtenants and contractors shall be the Premises in accordance with the terms responsibility of this LeaseTenant.

Appears in 1 contract

Samples: Master Lease (Getty Petroleum Marketing Inc /Md/)

Access. Landlord or Landlord’s (a) Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to the authorized representatives and agents shall have of the Buyer free and reasonable access to and the right to enter inspect the Premises at all reasonable times andassets, except properties, books and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other information regarding the same as the Buyer may from time to time reasonably request and is available to Sellers or any Casablanca Subsidiary. Sellers will, and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the case of emergencybusiness conducted at any Casablanca Property as reasonably requested by the Buyer and will supply, on not less than forty-eight (48) hours or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to enter in and upon the Casablanca Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring xxxxx, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written notice approval of Seller, which approval shall not be unreasonably withheld. Any access pursuant to Tenant, this Section 6.2 (a) shall be subject to examine the same and to show them to prospective purchasers terms of the buildingapplicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to make the extent such repairsDamages are caused by Buyer’s or its employees’, alterationscontractors’ or representatives’ negligence in the performance of such inspections, improvements or additions as Landlord may reasonably deem necessary or desirableexaminations, surveys, analyses, tests, drawings, investigations, surveys, reviews and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwiseinterviews; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During that in no event shall the six (6) month period prior to the expiration Buyer be liable for any Damages based solely on its discovery of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leasepre-existing conditions.

Appears in 1 contract

Samples: Option Agreement (Omega Healthcare Investors Inc)

Access. Landlord A perpetual, non-exclusive easement and right-of-way over that portion of Lot 1 identified as “Access Easement Hereby Granted” on the Ayleen Resubdivision Plat in favor of Lot 2 for ingress, egress, and passageway for vehicular and pedestrian traffic over, through and across the driveways constructed within such area by Tenant and for the use of that certain access point providing ingress and egress between Lot 1 and Duke Parkway, as the same may exist from time-to-time so as to provide for the passage of motor vehicles and pedestrians between Lot 2 and Duke Parkway (collectively, the “Access Easement”). The Access Easement shall be for the purpose of accessing Lot 2 for the conduct of business and the operation and maintenance of the City facilities thereupon and shall in no event include rights for parking for delivery or Landlord’s agents shall have truck parking, employee or customer parking, or overnight parking or storage, or similar parking purposes on Lot 1 in favor of Lot 2. The rights herein granted for the benefit of Lot 2 are expressly limited to the matters set forth herein and may not be expanded without the prior written consent of Lot 1 Owner and, during the term of the Lot 1 Land Lease, Tenant. Notwithstanding the foregoing or any other provision of this Declaration to the contrary, Lot 1 Owner and Tenant may utilize the portion of Lot 1 which is subject to the Access Easement for any purpose which is not inconsistent with the ingress and egress rights granted herein, including without limitation the right to enter allow vehicular parking within the Premises at all reasonable times andAccess Easement excluding that portion of such area that provides direct access between Lot 1 and Lot 2 (i.e., except the curb cuts serving Lot 2). Lot 1 Owner hereby agrees that no barriers, fences or other obstructions shall be erected so as to impede or interfere with the free flow of vehicular or pedestrian traffic within the Access Easement except (i) for any temporary closure of the Access Easement for the purposes of preventing a public dedication of the same, provided that such closure shall be for the minimum amount of time necessary to prevent such dedication, (ii) as otherwise required by the applicable governmental authorities and/or under applicable law, ordinance, rule or regulation, or (iii) by mutual agreement of the Parties, such agreement to be incorporated into an amendment to this Declaration and recorded in the case Office of emergencythe Recorder of Deeds for DuPage County, on not less than forty-eight Illinois. The Access Easement may be relocated by Lot 1 Owner or Tenant, subject to the same rights and restrictions contained in this subsection (48) hours a), upon delivery of prior written notice to TenantLot 2 Owner, to examine upon approval from the same and to show them to prospective purchasers of the buildingappropriate governing agencies, and to make such repairs, alterations, improvements or additions so long as Landlord may reasonably deem necessary or desirable, rights of ingress and Landlord egress between Lot 2 and Duke Parkway shall be allowed to take all material into maintained and upon said Premises that may be required therefore, without the same constituting an eviction not materially diminished during any period of Tenant in whole or in part relocation and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. During the six (6) month period prior to the expiration of the term of this Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Premises in accordance with the terms of this Leasethereafter.

Appears in 1 contract

Samples: Declaration of Easements, Covenants, Conditions and Restrictions

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