Common use of COMPLIANCE WITH LAW AND LEGAL REQUIREMENTS Clause in Contracts

COMPLIANCE WITH LAW AND LEGAL REQUIREMENTS. Section 9.1 Tenant, at Tenant’s expense, shall comply with Legal Requirements applicable to the Demised Premises during the Term, except for those that result from (i) the performance of any work by Landlord in the Building, (ii) Landlord’s use or occupancy of, or acts in, the Landlord Occupancy Premises, or (iii) Landlord’s grossly negligent acts or omissions (any compliance or repairs arising from matters described in clauses (i) through (iii), “Excepted Obligations”). Notwithstanding the foregoing, Tenant may elect not to effectuate any compliance with Legal Requirements otherwise required by this Section 9 unless either (w) such non-compliance poses a material risk to life or safety, (x) such non-compliance would make void or voidable any insurance that the Board of Managers or Landlord is obligated to maintain, (y) such non-compliance would expose Landlord or the Board of Managers to criminal action or (z) a governmental authority is actively enforcing such compliance (provided however that Tenant shall remain liable for any fines or penalties imposed by governmental authorities as a result Tenant’s failure to comply with such Legal Requirements during the Term). Tenant shall make no claim against Landlord or the Board of Managers (as owner of other units in the Building, as Tenant or in any other capacity) regarding such non-compliance by Tenant. Without limiting the foregoing, Landlord shall have no liability or obligation for any failure of the Demised Premises to comply with Legal Requirements (including the effect of any such failure on Tenant’s use and occupancy of the Demised Premises or performance of the Twenty First Floor Work), unless and to the extent that such failure is solely caused by work performed by Landlord or Landlord’s gross negligence or willful misconduct or the use, occupancy or condition of the Landlord Occupancy Premises. Nothing in this Section 9 shall release Tenant from its requirements to comply with all Legal Requirements relating to the Twenty First Floor Work or any work that Tenant (as Verizon Units Owner) may perform in the Demised Premises under the provisions of the Declaration, or relating to any use of the Demised Premises other than that described in Section 3(a). Tenant shall give prompt notice to Landlord and to the Board of Managers of any notice it receives of the violation of any Legal Requirement affecting the Demised Premises or the Building and, if compliance is the obligation of Tenant, Tenant, at Tenant’s expense, may contest the validity or the applicability thereof to the Demised Premises by appropriate proceedings prosecuted diligently and in good faith and in accordance with the provisions of the Declaration, provided that none of Tenant, Landlord and/or the Board of Managers shall have received notice from a governmental authority that such authority is commencing a criminal enforcement action against Tenant, Landlord or the Board of Managers, which the contest will not stay. Tenant shall defend, indemnify and hold harmless Landlord and/or the Board of Managers against all liability, loss, damage suits, causes of action, costs and expenses (including legal fees and disbursements) which Landlord or the Board of Managers, as the case may be, shall suffer by reason of such non-compliance or contest, including reasonable attorney’s fees and other expenses reasonably incurred by Landlord and/or the Board of Managers. Tenant shall not be required to comply with any Legal Requirement other than as expressly provided in this Section 9.

COMPLIANCE WITH LAW AND LEGAL REQUIREMENTS. Section 9.1 Tenant, at Tenant’s expense, shall comply with Legal Requirements applicable to the Demised Premises during the Term, except for those that result from (i) the performance of any work by Landlord in the Building, (ii) Landlord’s use or occupancy of, or acts in, the Landlord Occupancy Premises, or (iii) Landlord’s grossly negligent acts or omissions (any compliance or repairs arising from matters described in clauses (i) through (iii), “Excepted Obligations”). Notwithstanding the foregoing, Tenant may elect not to effectuate any compliance with Legal Requirements otherwise required by this Section 9 unless either (w) such non-compliance poses a material risk to life or safety, (x) such non-compliance would make void or voidable any insurance that the Board of Managers or Landlord is obligated to maintain, (y) such non-compliance would expose Landlord or the Board of Managers to criminal action or (z) a governmental authority is actively enforcing such compliance (provided however that Tenant shall remain liable for any fines or penalties imposed by governmental authorities as a result Tenant’s failure to comply with such Legal Requirements during the Term). Tenant shall make no claim against Landlord or the Board of Managers (as owner of other units in the Building, as Tenant or in any other capacity) regarding such non-compliance by Tenant. Without limiting the foregoing, Landlord shall have no liability or obligation for any failure of the Demised Premises to comply with Legal Requirements (including the effect of any such failure on Tenant’s use and occupancy of the Demised Premises or performance of the Twenty First Twentieth Floor Work), unless and to the extent that such failure is solely caused by work performed by Landlord or Landlord’s gross negligence or willful misconduct or the use, occupancy or condition of the Landlord Occupancy Premises. Nothing in this Section 9 shall release Tenant from its requirements to comply with all Legal Requirements relating to the Twenty First Twentieth Floor Work or any work that Tenant (as Verizon Units Owner) may perform in the Demised Premises under the provisions of the Declaration, or relating to any use of the Demised Premises other than that described in Section 3(a). Tenant shall give prompt notice to Landlord and to the Board of Managers of any notice it receives of the violation of any Legal Requirement affecting the Demised Premises or the Building and, if compliance is the obligation of Tenant, Tenant, at Tenant’s expense, may contest the validity or the applicability thereof to the Demised Premises by appropriate proceedings prosecuted diligently and in good faith and in accordance with the provisions of the Declaration, provided that none of Tenant, Landlord and/or the Board of Managers shall have received notice from a governmental authority that such authority is commencing a criminal enforcement action against Tenant, Landlord or the Board of Managers, which the contest will not stay. Tenant shall defend, indemnify and hold harmless Landlord and/or the Board of Managers against all liability, loss, damage suits, causes of action, costs and expenses (including legal fees and disbursements) which Landlord or the Board of Managers, as the case may be, shall suffer by reason of such non-compliance or contest, including reasonable attorney’s fees and other expenses reasonably incurred by Landlord and/or the Board of Managers. Tenant shall not be required to comply with any Legal Requirement other than as expressly provided in this Section 9. Section 9.2 Tenant shall cooperate with Landlord, the Board of Managers and the Managing Agent in the operation, maintenance and coordination of any and all health, fire safety or other similar programs or regulations reasonably established by Landlord or the Board of Managers whether or not required by any law or requirement of a public authority, including Section 9.3 Notwithstanding anything contained in this Lease to the contrary, in the event that any obligation to comply with Legal Requirements in a portion of the Demised Premises may be vitiated by Tenant not occupying such portion, Tenant shall not be required to comply with such Legal Requirement if it ceases to occupy the applicable portion (which cessation shall not otherwise affect the rights and obligations of the parties hereunder), it being agreed that if a fine or penalty is imposed despite Xxxxxx’s cessation to occupy, Tenant shall remain liable for the same. Section 9.4 Notwithstanding any other provision of this Lease, nothing herein shall obligate Tenant to cure any Violations or comply with any Legal Requirements, or otherwise repair, remedy or cure any condition, which Tenant, as Seller, under the Contract of Sale, is not obligated to cure or comply with thereunder. Tenant hereby acknowledges that, under the Contract of Sale, it is obligated to cure the Violations set forth on Schedule A attached thereto, prior to the Lease Expiration Date. If Tenant fails to cure such Violations prior to the Lease Expiration Date and Tenant’s failure to cure such Violations (i) violates the terms of Landlord’s financing, (ii) impedes or delays Landlord’s ability to obtain any permits, licenses or approvals sought by Landlord or (iii) imposes any direct or indirect (i.e. through its ownership of the Condominium Unit) costs on Landlord, Landlord shall have the right to cure such Violations on Tenant’s behalf and Tenant shall reimburse Landlord for the reasonable costs incurred by Landlord in connection therewith; provided, however, that the preceding sentence does not relieve Tenant of (i) its obligation to perform the Twentieth Floor Work in compliance with all applicable law and to cure any violations arising with respect thereto or (ii) its obligations as the owner of any Unit other than Unit A under the Declaration or the By-Laws. Section 9.5 Landlord shall have no obligation to comply with any Legal Requirement relating to the Demised Premises or to make any repair, alterations or changes thereto, except to the extent arising from Excepted Obligations.

COMPLIANCE WITH LAW AND LEGAL REQUIREMENTS. Section 9.1 Tenant, at Tenant’s 's expense, shall comply with only those Legal Requirements applicable to that (i) result from the Demised Premises performance of Tenant's Work during the Term, except for those that result from (i) the performance of any work by Landlord in the Building, (ii) Landlord’s use result from the specific nature or occupancy oftype of business operated by Xxxxxx (or any other person claiming by, through or acts inunder Tenant) in the Demised Premises as opposed to general office use, the Landlord Occupancy Premises, or and (iii) Landlord’s grossly result from Tenant's negligent acts act or omissions (any omission, but such compliance or repairs arising shall only be required if the failure to comply with Legal Requirements resulting from matters described in clauses items (i) through (iii), “Excepted Obligations”). Notwithstanding the foregoing, Tenant may elect not to effectuate any compliance with Legal Requirements otherwise required by this Section 9 unless either (w) such non-compliance poses a material above would pose an immediate risk to life or safety, (x) such non-compliance would make void safety or voidable any insurance that the Board of Managers or Landlord is obligated to maintain, (y) such non-compliance would expose Landlord or the Board of Managers to criminal action or (z) a governmental authority is actively enforcing such compliance (provided however that Tenant shall remain liable for any fines or penalties imposed by governmental authorities as a result Tenant’s failure to comply with such Legal Requirements during the Term). Tenant shall make no claim against Landlord or the Board of Managers (as owner of other units in the Building, as Tenant or in any other capacity) regarding such non-compliance by Tenant. Without limiting the foregoing, Landlord shall have no liability or obligation for any failure of the Demised Premises to comply with Legal Requirements (including the effect of any such failure on Tenant’s use and occupancy of the Demised Premises or performance of the Twenty First Floor Work), unless and to the extent that such failure is solely caused by work performed by Landlord or Landlord’s gross negligence or willful misconduct or the use, occupancy or condition of the Landlord Occupancy Premises. Nothing in this Section 9 shall release Tenant from its requirements to comply with all Legal Requirements relating to the Twenty First Floor Work or any work that Tenant (as Verizon Units Owner) may perform in the Demised Premises under the provisions of the Declaration, or relating to any use of the Demised Premises other than that described in Section 3(a)compliance. Tenant shall give prompt notice to Landlord and to the Board of Managers of any notice it receives of the violation of any Legal Requirement affecting the Demised Premises or the Building and, if compliance is the obligation of Tenant, and Tenant, at Tenant’s 's expense, may contest the validity or the applicability thereof to the Demised Premises by appropriate proceedings prosecuted diligently and in good faith and in accordance with the provisions of the Declarationfaith, provided that none of Tenant, Landlord and/or the Board of Managers shall not have received notice from a governmental authority that such authority is commencing a criminal enforcement action against Tenant, Landlord or the Board of Managers, which the contest will not stay. Tenant shall defend, indemnify and hold harmless Landlord and/or the Board of Managers against all liability, loss, loss or damage suits, causes of action, costs and expenses (including legal fees and disbursements) which Landlord or the Board of Managers, as the case may be, shall suffer by reason of such non-noncompliance (where compliance is required above) or contest, including reasonable attorney’s 's fees and other expenses reasonably incurred by Landlord and/or the Board of Managers. Tenant shall not be required to comply with any Legal Requirement other than as expressly provided in this Section 9clauses (i) through (iii) above.

COMPLIANCE WITH LAW AND LEGAL REQUIREMENTS. Section 9.1 Tenant, at Tenant’s expense, shall comply with Legal Requirements applicable to the Demised Premises during the Term, except for those that result from (i) the performance of any work by Landlord in the Building, (ii) Landlord’s use or occupancy of, or acts in, the Landlord Occupancy Premises, or (iii) Landlord’s grossly negligent acts or omissions (any compliance or repairs arising from matters described in clauses (i) through (iii), “Excepted Obligations”). Notwithstanding the foregoing, Tenant may elect not to effectuate any compliance with Legal Requirements otherwise required by this Section 9 unless either (w) such non-compliance poses a material risk to life or safety, (x) such non-compliance would make void or voidable any insurance that the Board of Managers or Landlord is obligated to maintain, (y) such non-compliance would expose Landlord or the Board of Managers to criminal action or (z) a governmental authority is actively enforcing such compliance (provided however that Tenant shall remain liable for any fines or penalties imposed by governmental authorities as a result Tenant’s failure to comply with such Legal Requirements during the Term). Tenant shall make no claim against Landlord or the Board of Managers (as owner of other units in the Building, as Tenant or in any other capacity) regarding such non-compliance by Tenant. Without limiting the foregoing, Landlord shall have no liability or obligation for any failure of the Demised Premises to comply with Legal Requirements (including the effect of any such failure on Tenant’s use and occupancy of the Demised Premises or performance of the Twenty First Third Floor Work), unless and to the extent that such failure is solely caused by work performed by Landlord or Landlord’s gross negligence or willful misconduct or the use, occupancy or condition of the Landlord Occupancy Premises. Nothing in this Section 9 shall release Tenant from its requirements to comply with all Legal Requirements relating to the Twenty First Third Floor Work or any work that Tenant (as Verizon Units Owner) may perform in the Demised Premises under the provisions of the Declaration, or relating to any use of the Demised Premises other than that described in Section 3(a). Tenant shall give prompt notice to Landlord and to the Board of Managers of any notice it receives of the violation of any Legal Requirement affecting the Demised Premises or the Building and, if compliance is the obligation of Tenant, Tenant, at Tenant’s expense, may contest the validity or the applicability thereof to the Demised Premises by appropriate proceedings prosecuted diligently and in good faith and in accordance with the provisions of the Declaration, provided that none of Tenant, Landlord and/or the Board of Managers shall have received notice from a governmental authority that such authority is commencing a criminal enforcement action against Tenant, Landlord or the Board of Managers, which the contest will not stay. Tenant shall defend, indemnify and hold harmless Landlord and/or the Board of Managers against all liability, loss, damage suits, causes of action, costs and expenses (including legal fees and disbursements) which Landlord or the Board of Managers, as the case may be, shall suffer by reason of such non-compliance or contest, including reasonable attorney’s fees and other expenses reasonably incurred by Landlord and/or the Board of Managers. Tenant shall not be required to comply with any Legal Requirement other than as expressly provided in this Section 9. Section 9.2 Tenant shall cooperate with Landlord, the Board of Managers and the Managing Agent in the operation, maintenance and coordination of any and all health, fire safety or other similar programs or regulations reasonably established by Landlord or the Board of Managers whether or not required by any law or requirement of a public authority, including without limitation the designation by Tenant of fire safety inspectors, and any other personnel reasonably required by Landlord or the Board of Managers for the supervision and enforcement of such health, fire safety or other similar regulations. The foregoing, however, shall not be construed to increase Tenant’s obligations pursuant to Section 9.1. Section 9.3 Notwithstanding anything contained in this Lease to the contrary, in the event that any obligation to comply with Legal Requirements in a portion of the Demised Premises may be vitiated by Tenant not occupying such portion, Tenant shall not be required to comply with such Legal Requirement if it ceases to occupy the applicable portion (which cessation shall not otherwise affect the rights and obligations of the parties hereunder), it being agreed that if a fine or penalty is imposed despite Tenant’s cessation to occupy, Tenant shall remain liable for the same. Section 9.4 Notwithstanding any other provision of this Lease, nothing herein shall obligate Tenant to cure any violations or comply with any Legal Requirements, or otherwise Section 9.5 Landlord shall have no obligation to comply with any Legal Requirement relating to the Demised Premises or to make any repair, alterations or changes thereto, except to the extent arising from Excepted Obligations.