Compliance with Laws and Requirements of Public Authorities. 8.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises. 8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that: (a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord; (c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; (d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and (e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto. 8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 2 contracts
Sources: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Compliance with Laws and Requirements of Public Authorities. 8.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iiiii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided provided, however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cookinguse) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its is sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) a. Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) b. Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- non-compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) c. Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) d. Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) e. Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, addition and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this the Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 2 contracts
Sources: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authoritya governmental authority affecting the Demised Premises or the Property or any regulation of the board of fire underwriters having jurisdiction over the Property (“Applicable Law”), and Tenantand, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on imposed upon Landlord or Tenant, arising from or relating to (i1) Tenant’s particular manner of specific use of the Demised Premises, ; (ii2) the particular specific manner of or conduct of Tenant’s business or operation of its installations, equipment or other property therein, ; (iii3) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required have no responsibility for the cost of compliance with all Applicable Laws, including the Americans with Disabilities Act and Environmental Laws (hereafter defined), to make any structural or other substantial change in the extent that the Demised Premises unless is not, as of the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term date of this Lease with the Americans With Disabilities Act of 1990Lease, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as wellsuch laws. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance comply with all applicable laws with respect Applicable Laws other than those which Tenant is required to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not comply with, providing same adversely affect Tenant’s obligation and with respect ability to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in conduct business at the Demised Premises.
8.02 (b) Tenant mayshall not do, at its sole cost and expense (and if necessary, in permit or suffer any act or thing to be done which is injurious to the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, Property or applicability to the Demised Premises, which is immoral, a nuisance, contrary to Applicable Law or in violation of any law the certificate of occupancy issued for the Building or requirement of public authoritywhich would result in the cancellation of, and insurance maintained by Landlord shall cooperate with Tenant in such proceedings, provided that:respect to the Property or the Demised Premises.
(ac) Landlord Tenant shall not be subject to criminal penalty use, maintain or to prosecution for a crime nor shall allow the use or maintenance of the Demised Premises or any part thereof be subject to being condemned treat, store, dispose of, transfer, release, convey or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer recover Hazardous Materials (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the possession of any Hazardous Materials on or about the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for general office and warehouse use may be stored and used on the Demised Premises by so long as (i) such storage and use is in the ordinary course of Tenant, its subtenants, licensees ’s business permitted under this Lease; and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation (ii) such storage and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇use is performed in compliance with all applicable laws. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous MaterialMaterials” shall mean any hazardous solid, liquid or toxic substancegaseous waste, material substance or waste emission or any combination thereof which ismay (i) cause or significantly contribute to an increase in mortality or serious illness, or becomes, regulated by any local (ii) pose the risk of a substantial present or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the dutypotential hazard to human health, to inspect the Demised Premises at environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any time to determine whether other applicable federal, state or local laws. Tenant is complying with shall immediately notify Landlord of the terms presence or suspected presence of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon any Hazardous Materials on or about the Demised Premises and take whatever actions as are reasonably necessary shall deliver to comply including, but not limited to, the removal from the Demised Premises of Landlord any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. notice received by Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforrelating thereto.
Appears in 2 contracts
Sources: Lease Agreement (G Iii Apparel Group LTD /De/), Lease Agreement (G Iii Apparel Group LTD /De/)
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law rule, order, ordinance, direction, regulation or requirement of any federal, state municipal or public authority, and Tenant, . Tenant at its sole cost and expense, expense shall comply with all laws rules, orders, ordinances, directions, regulations and requirements of municipal or public authorities now in force or which may hereafter be in force which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use use, occupation, or alteration of the Demised Premises, (ii) any cause or condition created by or at the particular manner of conduct instance of Tenant’s business or operation of its installations, equipment or other than by other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord’s performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) ), or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s fees and other reasonable expenses reasonably incurred by Landlord;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything 10.03 Landlord represents that it will comply within all present laws within Landlord’s control which are related to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Building.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 2 contracts
Sources: Lease Agreement (Angion Biomedica Corp.), Lease (Angion Biomedica Corp.)
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord's performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s 's obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from Tenant's manner of use of the Demised Premises as distinguished from the mere use thereof for office purposes or from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises and the Building to the extent that the failure to do so would (x) unreasonably restrict Tenant's access to, or use of, the Demised Premises, (y) cause injury or damage to persons or property in or about the Demised Premises, or (z) prevent Tenant from being able to obtain any required permit for any approved Tenant's Work or Tenant's Changes, but may similarly contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by Landlord▇▇▇▇▇▇▇▇;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition10.03 Tenant shall not cause or permit "Hazardous Materials" (as defined below) to be used, transported, stored, released, handled, produced or installed in, on or from, the Demised Premises or the Building. The term "Hazardous Materials" shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other substance or material, as defined by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, and notwithstanding anything in the regulations adopted and publications promulgated pursuant to each of the contrary foregoing. The parties agree that nothing contained elsewhere in this LeaseSection 10.03 shall prohibit, Tenant shalland Landlord herewith consents to, at all times, comply with all local, state Tenant's use and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) maintenance in the Demised Premises of limited quantities of substances reasonably necessary in the ordinary operation and maintenance of office equipment, provided such substances are used, transported, stored, released, handled, and maintained within the Demised Premises in accordance with all applicable laws and regulations. In the event any asbestos containing material is exposed during any of Tenant's Work or Tenant's Changes (as defined in Article 13) which exposure results from the entry (whether or not authorized by TenantLandlord) by Tenant into any column(s) located in the Demised Premises in which vertical pipes and/or shaftways pass through the Demised Premises, its subtenants, licensees or other core areas of the Demised Premises and invitees includingwhich exposure, but for such entry, would not limited tooccur), Section 1004 Tenant will remove same as required by applicable law at its sole cost and expense. Upon completion of Tenant's Work or Tenant's Changes, Tenant shall provide Landlord with a written certification from Tenant's general contractor or architect to the effect that no Hazardous Materials have been incorporated into the Demised Premises by reason of Tenant's Work or Tenant's Changes in violation of applicable law and rules of governmental authorities. In the event of a breach of the Federal Reserve Conservation provisions of this Section 10.03, Landlord shall, in addition to all of its rights and ▇▇▇▇▇▇▇▇ ▇▇▇remedies under this lease and pursuant to law, ▇▇ ▇.▇.▇require Tenant to remove any such Hazardous Materials from the Demised Premises in the manner prescribed for such removal by the applicable law, ordinance, rule or regulation. §▇▇▇▇ etThe provisions of this Section 10.03 shall survive the Expiration Date or sooner termination of this lease. seq. (42 U.S.C. §6903) and Landlord hereby agrees to promptly remove or cause the removal of any additions, amendments, or modifications thereto Hazardous Material from the Building as required by applicable law except with respect to Hazardous Material which Materials required to be removed by Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, pursuant to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforlease.
Appears in 1 contract
Sources: Lease (Promotions Com Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord’s performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from Tenant’s manner of use of the Demised Premises as distinguished from the mere use thereof for office purposes or from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.0210.02. Landlord and Tenant hereby acknowledge and agree that Notwithstanding anything in this Lease to the contrary, including the several representations regarding Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part prior inspection of the Demised Premises or those portions the provisions of Section 1.00 (u), Section 4.01, Section 4.03 or this Section 10.01, Tenant accepts no responsibility for any conditions or situations of, within or without the Demised Premises which are not fully in compliance with or which are in any way violations of applicable law, rule, regulation or requirement of a public authority, including but not limited to any building, electric, sanitary or other code which is applicable hereto. Landlord shall, promptly upon written notice thereof received directly from the public authority of appropriate jurisdiction, repair or replace, at Landlord’s sole cost and expense (and not pursuant to Section 5.07) any portion of or system within or affecting the Demised Premises in which such existing code violations arise, provided said violations are not solely the result of Tenant’s obligation Changes or Tenant’s Work. Landlord shall indemnify and with respect hold harmless Tenant from any damages that may be incurred, including associated costs such as attorney’s fees, relating to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges any such notice of violation that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not may be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) issued with respect to the Building or the Demised Premises. If such open application prohibits Tenant from filing an application Premises for Tenant Changes which the correction is determined to be Landlord’s responsibility hereunder, but specifically excluding damages relating to or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements such notice of violation that may be issued with respect to the Building or changes to the Demised Premises which arise out of or result from Tenant’s plans required by DOB as a result of such open application Work or the previous tenantTenant’s work in the Demised PremisesChanges.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- compliance or contest includingcontest, but not limited to, including reasonable attorney’s fees and other reasonable expenses reasonably incurred by Landlord;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition10.03 Tenant shall not cause or permit “Hazardous Materials” (as defined below) to be used, transported, stored, released, handled, produced or installed in, on or from, the Demised Premises or the Building and notwithstanding anything to shall maintain the contrary contained elsewhere Demised Premises in this Lease, Tenant shall, at all times, comply compliance with all localfederal, state and federal local laws, rules ordinances, rules, regulations and regulations governing policies, now existing or hereafter amended, enacted or promulgated, regarding the useenvironment, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in health or safety which apply to the Demised Premises by Tenantor its use, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used hereinwithout limitation, the term “Hazardous Material” shall mean any hazardous or toxic substanceNew Jersey Water Pollution Control Act, material or waste which isN.J.S.A. 58:10-23.11 et seq.; the New Jersey Water Pollution Control Act, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.N.J.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 14.01 Tenant shall give prompt notice to promptly notify Landlord of any written notice it receives of the violation of of, and Tenant shall comply with, any law law, statute, code, rule, regulation or requirement of public authorityany Federal, and TenantState, at its sole cost and expense, shall comply with all laws and requirements of Municipal or other public authorities which shall, with respect to the Demised Premises Premises, or the use and/or and occupation thereof, of any of the foregoing or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of or any other party’s use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s any business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the performance of Tenant or any work performed by Landlord for or on behalf of Tenantother party, or (iv) breach of any of Tenant’s obligations hereunder. However, .
14.02 Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at and its expense, shall comply with all other such laws employees and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant agents shall, at its sole their cost and expense, promptly make faithfully observe and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules statutes, codes, rules, regulations and regulations governing the use, handling and disposal of “Hazardous Material” (requirements referred to in Section 14.01 hereof.
14.03 The Landlord named as such quoted term is hereinafter defined) in this Lease hereby represents and warrants to the Demised Premises by TenantTenant named as such in this Lease that, its subtenants, licensees and invitees including, but not limited to, Section 1004 as of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇date hereof, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and as follows:
A. The Landlord is not aware of any additionsviolations of law, amendmentsrules or regulations, codes, ordinances or modifications thereto with respect to Hazardous Material which Tenant brings into other governmental action involving use of the Demised Premises. Landlord agrees to disclose any information or knowledge it may have concerning use of the Real Property, restrictions on the Real Property or any present or future plans known to it that any governmental agency or private individual will have or may have concerning the Real Property, or the Landlord, if it has knowledge of the same.
B. Landlord, to the best of its knowledge, warrants that neither Landlord nor any of its agents, have any knowledge of any hazardous waste or hazardous materials being placed by prior owners or tenants on the Real Property, which would be disadvantageous to construction of otherwise be considered as having hazardous waste or toxic material qualities in the opinion of any governmental agency or other jurisdiction regulating such environmental control.
C. Landlord represents to the best of its knowledge that there are no underground gas tanks or other fuel tanks beneath the Real Property.
D. Landlord further represents that to the best of its knowledge there have been no environmental violations on the Real Property and that it has no knowledge of any environmental problems on the Real Property.
14.04 If Landlord shall sell or otherwise transfer all or any portion of the Real Property, no successor Landlord shall be responsible for liable to Tenant with respect to any Hazardous Material present on matter or thing done or omitted to be done by the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. predecessor Landlord and its agents shall have the righthereunder, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, predecessor Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforremain liable therefore.
Appears in 1 contract
Sources: Sublease (Radiation Therapy Services Holdings, Inc.)
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public a governmental authority, and Tenantor any regulation of the board of fire underwriters having jurisdiction over the Property, affecting the Demised Premises (“Applicable Law”), and, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on imposed upon Landlord or Tenant, arising from or relating to (i1) Tenant’s particular manner of use of the Demised Premises, ; (ii2) the particular manner of or conduct of Tenant’s business or operation of its installations, equipment or other property therein, ; (iii3) any cause event or condition created caused or permitted by or at the instance of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s obligations hereunder. HoweverFurther, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance comply with all applicable laws with respect to Building systems and other portions the requirements of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect Americans With Disabilities Act applicable to the Demised Premises. If To the extent that Landlord receives such open application prohibits notice directly, Landlord agrees promptly to provide Tenant with a copy of such notice after Landlord’s receipt of the same and Tenant’s time to respond shall run from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault the date of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result actual receipt of such open application notice, whether received directly or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessaryfrom Landlord, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with order that Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;might comply therewith.
(b) Tenant shall defendnot do, indemnify and hold harmless permit or suffer any act or thing to be done which is injurious to the Property or the Demised Premises, which is immoral, a nuisance, contrary to Applicable Law or in violation of the certificate of occupancy issued for the Building or which would result in the cancellation of, or any increase in premiums for, insurance maintained by Landlord against all liability, loss, damage, cost with respect to the Property or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;the Demised Premises.
(c) Such non-Tenant shall not, nor shall Tenant allow any person to, generate, manufacture, process, transport, recycle, spill, leak, emit, use, handle, possess, treat, store, dispose of, transfer, release, convey or recover Hazardous Materials (as hereinafter defined) in, on, under or from the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for general office use may be stored and used on the Demised Premises so long as (i) such storage and use is in the ordinary course of Tenant’s business permitted under this Lease; (ii) such storage and use is performed in compliance or contest shall not constitute or result with all applicable Environmental Laws (as hereinafter defined) and in any violation compliance with the highest standards prevailing in the industry for the storage and use of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition materials; and (iii) Tenant delivers prior written notice to Landlord of the taking identity and quantity of action or furnishing of security by Landlord, such action shall be taken materials and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with other information regarding such security materials as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedingsmay request. Without limiting other rights or remedies available to Landlord under this Lease or at law or equity, in the application event of Section 8.02(a) theretoa default by Tenant under this Section, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall immediately have the right to immediately enter upon injunctive relief. “Hazardous Materials” shall mean (i) any solid, liquid or gaseous waste, substance or emission or any combination thereof which may (a) cause or significantly contribute to an increase in mortality or serious illness, or (b) pose the Demised Premises risk of a substantial present or potential hazard to human health, to the environment or otherwise to animal or plant life and/or (ii) hazardous substances as defined by the Comprehensive Environmental Response, Compensation and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises Liability Act of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section1980, as Additional Rentamended; petroleum and any of its derivatives or byproducts; asbestos; polychlorinated biphenyls; radon; and any material and/or substance defined as, ten (10) days upon receipt of a ▇▇▇▇ therefor.or regulated as, a
Appears in 1 contract
Sources: Lease Agreement (KMG America CORP)
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authoritya governmental authority affecting the Building or any regulation of the board of fire underwriters having jurisdiction over the Building ("Applicable Law"), and Tenantand, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on imposed upon Landlord or Tenant, arising from or relating to (i1) Tenant’s particular manner of 's use of the Demised Premises, Building; (ii2) the particular manner of or conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, ; (iii3) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s 's obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defendnot do, indemnify and hold harmless permit or suffer any act or thing to be done which is injurious to the Building, which is immoral, a nuisance, contrary to Applicable Law or in violation of the certificate of occupancy issued for the Building or which would result in the cancellation of, or any increase in premiums for, insurance, if any, maintained by Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;with respect to the Building.
(c) Such non-compliance or contest Tenant shall not constitute use, maintain or result in any violation of any superior lease allow the use or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition maintenance of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, Building or any officer part thereof to treat, store, dispose of, transfer, release, convey or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer recover Hazardous Materials (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the Demised Premises by Tenantpossession of any Hazardous Materials on or about the Building; provided, its subtenantshowever, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present lawfully permitted and generally recognized as necessary and appropriate for the permitted use described in Section 6.1 above may be stored and used on the Term Commencement Date. As used herein, Building so long as (i) such storage and use is in the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises ordinary course of Tenant's business permitted under this Lease; (ii) such storage and use is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not performed in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises all Applicable Laws and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply in compliance with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.highest standards prevailing in the
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authoritya governmental authority affecting the Demised Premises or the Property or any regulation of the board of fire underwriters having jurisdiction over the Property (“Applicable Law”), and Tenantand, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on imposed upon Landlord or Tenant, arising from or relating to (i1) Tenant’s particular manner of use of the Demised Premises, ; (ii2) the particular manner of or conduct of Tenant’s business or operation of its installations, equipment or other property therein, ; (iii3) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s obligations hereunder. However, .
(b) Tenant shall not do, permit or suffer any act or thing to be so required done which is injurious to make any structural the Property or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest which is immoral, a nuisance, contrary to Applicable Law or in violation of the same subject to conditions reciprocal to Subsections (a)certificate of occupancy issued for the Building or which would result in the cancellation of, (b) and (d) of Section 8.02. or any increase in premiums for, insurance maintained by Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause Property or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 (c) Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty use, maintain or to prosecution for a crime nor shall allow the use or maintenance of the Demised Premises or any part thereof be subject to being condemned treat, store, dispose of, transfer, release, convey or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer recover Hazardous Materials (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the possession of any Hazardous Materials on or about the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for the Permitted Use specified in Article 1 may be stored and used on the Demised Premises by so long as (i) such storage and use is in the ordinary course of Tenant, its subtenants, licensees ’s business permitted under this Lease or any other Permitted Use; (ii) such storage and invitees including, but not limited to, Section 1004 use is performed in compliance with all applicable laws and in compliance with the standards prevailing in the industry for the storage and use of such materials; and (iii) Tenant delivers prior written notice to Landlord of the Federal Reserve Conservation identity of and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇information regarding such materials as Landlord may reasonably require. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous MaterialMaterials” shall mean any hazardous solid, liquid or toxic substancegaseous waste, material substance or waste emission or any combination thereof which ismay (i) cause or significantly contribute to an increase in mortality or serious illness, or becomes, regulated by any local (ii) pose the risk of a substantial present or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the dutypotential hazard to human health, to inspect the Demised Premises at environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any time to determine whether other applicable federal, state or local laws. Tenant is complying with shall immediately notify Landlord of the terms presence or suspected presence of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon any Hazardous Materials on or about the Demised Premises and take whatever actions as are reasonably necessary shall deliver to comply includingLandlord any notice received by Tenant relating thereto. Landlord acknowledges that Tenant intends to provide on-site refueling and minor maintenance (e.g., but not limited tooil changes) for its vehicles, the removal from the Demised Premises of and Tenant acknowledges that Tenant must obtain any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy all government approvals for any such activities and sanitary condition. Tenant shall pay that all costs so incurred such activities must be performed in compliance with all Applicable Laws and with any reasonable rules and regulations imposed by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforLandlord.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord’s performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from Tenant’s manner of use of the Demised Premises as distinguished from the mere use thereof for office purposes or from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s fees and other reasonable expenses reasonably incurred by Landlord;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition10.03 Tenant shall not cause or permit “Hazardous Materials” (as defined below) to be used, transported, stored, released, handled, produced or installed in, on or from, the Demised Premises or the Building and notwithstanding anything to shall maintain the contrary contained elsewhere Demised Premises in this Lease, Tenant shall, at all times, comply compliance with all localfederal, state and federal local laws, rules ordinances, rules, regulations and regulations governing policies, now existing or hereafter amended, enacted or promulgated, regarding the useenvironment, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in health or safety which apply to the Demised Premises by Tenantor its use, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used hereinwithout limitation, the term “Hazardous Material” shall mean any hazardous or toxic substanceNew Jersey Water Pollution Control Act, material or waste which isN.J.S.A. 58:10-23.11 et seq.; the New Jersey Water Pollution Control Act, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.N.J.
Appears in 1 contract
Sources: Lease (Boomerang Systems, Inc.)
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord's performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s 's obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from Tenant's manner of use of the Demised Premises as distinguished from the mere use thereof for the Permitted Uses or from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by Landlord;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to 10.03 During the contrary contained elsewhere in this Term of the Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” shall not cause or permit "HAZARDOUS MATERIALS" (as such quoted term is hereinafter defineddefined below) in the Demised Premises by Tenantto be used, its subtenantstransported, licensees and invitees includingstored, but not limited toreleased, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇handled, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additionsproduced or installed in, amendmentson or from, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from shall maintain the Demised Premises of any Hazardous Material in compliance with all federal, state and the restoration of the Demised Premises to a cleanlocal laws, neatordinances, attractiverules, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.regulations and
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or and/or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and and/or requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Premises, except for the mere occupancy of the Demised Premises for purposes expressly set forth in Section 2.01(a) hereof, (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord's performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s 's obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from Tenant's manner of use of the Demised Premises (as distinguished from the mere use thereof for the purposes expressly permitted pursuant to subsection 2.01(a) above) or from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Furthermore, Tenant need not comply with any such law and/or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by Landlord;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, 10.03 Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” shall not cause or permit "HAZARDOUS MATERIALS" (as such quoted term is hereinafter defineddefined below) in the Demised Premises by Tenantto be used, its subtenantstransported, licensees and invitees includingstored, but not limited toreleased, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇handled, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additionsproduced or installed in, amendments, on or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.Demised
Appears in 1 contract
Sources: Lease Agreement (About Com Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 RULES & REGULATIONS
19.01 Tenant shall give prompt notice to promptly notify Landlord of any written notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Building or the Demised Premises or the use and/or and occupation thereof, thereof or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, .
19.02 Tenant and its employees and agents shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall faithfully observe and comply with all other the Rules and Regulations annexed hereto as Exhibit “B”, and such laws reasonable changes therein (whether by modification, elimination or addition) as Landlord at any time or times hereafter may make and requirements of public authorities as shall communicate in writing to Tenant, which do not unreasonably affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises Premises; provided, however, that in case of any conflict or by reason inconsistency between the provisions of Tenant’s alterations, this Lease and any Rules and Regulations changed subsequent to the date of this Lease the provisions of this Lease shall control.
19.03 Nothing in this Lease contained shall be construed to impose upon Landlord any duty or obligation to Tenant to enforce the Rules and Regulations or the location of partitionsterms, trade fixturescovenants or conditions in any other lease, or as against any other contents of the Demised Premises if and tenant unless requested to the extent installed do so by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject liable to criminal penalty or to prosecution Tenant for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated same by any local other tenant or state government authority in which the Demised Premises is located its employees, agents or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforvisitors.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the violation of any law or requirement of any public authority, and authority affecting the Leased Premises or the Building. Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallauthorities, which, with respect to the Demised Leased Premises or the use and/or occupation use, condition or occupancy thereof, or the abatement of any nuisance, shall impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Leased Premises, ; (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, in the Leased Premises; (iii) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv) breach of any of Tenant’s 's obligations hereunder. However, under this Lease.
(b) Tenant shall not do, permit or suffer any act or thing to be so required done in or to make the Leased Premises which is immoral or contrary to law or in violation of the certificate of occupancy issued for the Building.
(c) Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the Leased Premises any structural article which may be prohibited by the then-available standard forms of fire insurance policies with extended coverage. Tenant agrees to pay any increase in premiums for insurance that may be charged during the Term on the amount of such insurance which may be carried by Landlord on the Leased Premises or other substantial change the Building resulting from the type of business conducted by Tenant in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Leased Premises, but may contest whether or not Landlord has consented to that business. Landlord acknowledges that use of the same subject to conditions reciprocal to Subsections (a)Premises for uses that are considered general office uses and a computer and telecommunications equipment room will not result in an increase in Landlord's insurance premiums. In determining whether increased premiums are the result of Tenant's use of the Leased Premises, (b) a schedule issued by the organization making the insurance rate on the Leased Premises and showing the various components of such rate shall be conclusive evidence of the several items and charges which make up the insurance rate on the Leased Premises.
(d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay as Additional Rent all the costs, expenses, fines, penalties and or damages which may be imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s 's failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way .
(e) The judgement of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason court of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, competent jurisdiction or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed admission by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. whether Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything is a party to the contrary contained hereinproceeding or not, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of has violated any law or requirement of public authorityauthorities affecting the Building or the Leased Premises shall be conclusive of such violation as between Landlord and Tenant.
(f) Tenant shall strictly comply with all statutes, laws, ordinances, rules, regulations, and precautions now or hereafter mandated or advised by any federal, state, local or other governmental entity with jurisdiction over the Premises with respect to the use, generation, storage, or disposal of any hazardous or toxic material regulated by any federal, state or local governmental entity (collectively "Hazardous Materials"). Tenant shall not cause, or allow anyone else to cause, any Hazardous Materials to be used, generated, stored or disposed of in, on or about the Premises or any improvements now or hereafter constructed therein, except for hazardous or toxic substances in small quantities as are typically used in an office space or in a computer and telecommunications equipment room, but which are used, stored and disposed of in strict compliance with all applicable laws, without the prior written consent of Landlord, which consent may be withheld in the sole discretion of Landlord, and which consent may be revoked at any time. Tenant's indemnification of Landlord pursuant to this Lease shall cooperate extend to all liability, including all foreseeable and unforeseeable consequential damages, directly or indirectly arising out of the use, generation, storage, or disposal of Hazardous Materials by Tenant or any person claiming by, through or under Tenant, including, without limitation, the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, to the full extent that such action is attributable, directly or indirectly, to the use, generation, storage, or disposal of Hazardous Materials by Tenant or any person claiming by, through or under Tenant. Neither the written consent by Landlord to the use, generation, storage, or disposal of Hazardous Materials nor the strict compliance by Tenant with all statutes, laws, ordinances, rules, regulations, and precautions pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation of indemnification. In the event Tenant is in breach of the covenants herein, after notice to Tenant and the expiration of the cure period permitted under applicable law, regulation, or order, Landlord may, in its sole discretion, declare Tenant to be in default under this Lease and/or cause the Premises to be free from the Hazardous Materials and such proceedings, provided that:cause shall be deemed Additional Rent hereunder and shall immediately be due and payable from Tenant.
(ag) Landlord shall not have the express right, but no more frequently than once each calendar year during the lease term, and sixty (60) days prior to the termination or other expiration of this Lease, to conduct an environmental investigation at the Leased Premises (and at any other part of the Building which Tenant utilizes for any operation, equipment or supplemental system). if either Tenant installs a UPS system or backup generator in or on the Building, or Landlord has a reasonable basis to believe that there may be subject to criminal penalty or to prosecution for a crime nor shall problem involving Hazardous Materials in the Demised Premises or Building caused by Tenant, its agents, invitees, employees or contractors, or resulting from Tenant's use of the Premises, then Tenant will pay, as Additional Rent within fifteen days of receipt of an invoice therefore, the cost of the first environmental investigation thereafter conducted by Landlord. If the first environmental investigation details no contamination (or any part thereof other violation or any applicable Hazardous Material law or applicable law, rule or regulation of a governmental entity with jurisdiction over the Premises) that was caused by Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of the Premises, then the cost of any environmental investigation conducted thereafter shall be subject to being condemned borne by Landlord unless such later environmental Investigation discloses any contamination or vacatedviolation of applicable laws (provided such violation or contamination was caused by Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of the Premises). Tenant will pay, as Additional Rent within fifteen days of receipt of an invoice therefore, the cost of the first environmental investigation and any subsequent environmental investigation which reveals a violation of any applicable Hazardous Material law or applicable law, rule or regulation of a governmental entity with jurisdiction over the Premises that was caused by reason Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of non-compliance the Premises. If contamination (or otherwise any other violation of any applicable Hazardous Material law or applicable law, rule or regulation of a governmental entity with jurisdiction over the Premises) is found and was caused by reason Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of such contest;
(b) the Premises, Tenant will immediately remediate the contamination. Tenant shall defend, indemnify and hold Landlord harmless Landlord against and from any and all claims, liability, loss, damage, cost penalties, actions, demands or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatevernature (including attorney's fees), whether by service without limitation damage to any property and injury (including death) to any person, arising from Tenant's breach of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant's use of the Premises for the conduct of its business, or from any activity, work or other thing done, permitted or suffered by Tenant shall, at or omission of Tenant in and about the Premises. It shall further indemnify and hold Landlord harmless against and from any and all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) claims arising from any breach or default in the Demised Premises by performance of any obligation on Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect 's part to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with performed under the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal Lease or arising from the Demised Premises of any Hazardous Material and the restoration act or any of the Demised Premises to foregoing acts or omissions by any of Tenant's agents, employees, contractors, subcontractors or invitees, or from any litigation concerning any of the foregoing in which Landlord is made a cleanparty defendant, neatand from and against all costs, attractiveattorneys fees, healthy expenses and sanitary conditionliabilities incurred in connection with any such claim or action or proceeding brought thereon. Tenant shall pay all costs so incurred Except as limited by Landlord due to Sections 10.3 and 10.4 below Tenant’s failure to comply with the terms of this Section, as Additional Renta material part of the consideration to Landlord, ten (10) days hereby assumes all risk of damage to property or injury to persons in, upon receipt of a ▇▇▇▇ thereforor about the Premises from any cause other than Landlord's sole negligence.
Appears in 1 contract
Sources: Lease Agreement (Inflow Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authoritya governmental authority affecting the Demised Premises or the Building or any regulation of the board of fire underwriters having jurisdiction over the Building (“Applicable Law”), and Tenantand, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on imposed upon Landlord or Tenant, arising from or relating to (i1) Tenant’s particular manner of use of the Demised Premises, ; (ii2) the particular manner of or conduct of Tenant’s business or operation of its installations, equipment or other property therein, ; (iii3) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s obligations hereunder. HoweverNotwithstanding the foregoing, but subject to the provisions of Section 6.2(c) regarding “Hazardous Materials” and subject to the terms of the last sentence of Section 6.4 below, (A) Tenant shall not be obligated (and instead, Landlord shall be obligated) to make any capital improvements or capital replacements required by changes in Applicable Laws following the Commencement Date, to the extent similar capital improvements or capital replacements will be required to be made in the Building as a whole as a result of such changes in Applicable Law (i.e., as distinguished from alterations or improvements made necessary by Tenant’s particular use of the Demised Premises or required to be made to, or made necessary by, Tenant’s Work or other Tenant Alterations), and all such capital improvements or capital replacements which are not so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause be made by Tenant shall instead be made by Landlord (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) potential reimbursement as part of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADAOperating Costs”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant permitted in which case Section 4.1), and (B) Tenant shall not be responsible for obligated to correct any violation existing at the Common Areas Demised Premises as well. Tenant shall pay all of the costsTurnover Date of any Applicable Laws in effect as of the Turnover Date, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required constituting “Turnover Noncompliance Work” which is Landlord’s obligation under the provisions of this Section. For exampleSection 6.4 below.
(b) Tenant shall not do, but not by way of limitation, if permit or suffer any public authority requires any additional sprinkler heads act or changes thing to be done which is injurious to the sprinkler system in Building or serving the Demised Premises solely by reason Premises, which is immoral, a nuisance, contrary to Applicable Law or in violation of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and issued for the Building (i.e.or which would result in the cancellation of, office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Leaseincrease in premiums for, it being understood and agreed to insurance maintained by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes Building or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 (c) Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty use, maintain or to prosecution for a crime nor shall allow the use or maintenance of the Demised Premises or any part thereof be subject to being condemned treat, store, dispose of, transfer, release, convey or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer recover Hazardous Materials (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the possession of any Hazardous Materials on or about the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for general office use, including data process center usage, may be stored and used on the Demised Premises by so long as (i) such storage and use is in the ordinary course of Tenant, its subtenants, licensees ’s business permitted under this Lease; (ii) such storage and invitees including, but not limited to, Section 1004 use is performed in compliance with all applicable laws and in compliance with the highest standards prevailing in the industry for the storage and use of such materials; and (iii) Tenant delivers prior written notice to Landlord of the Federal Reserve Conservation identity of and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇information regarding such materials as Landlord may require. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous MaterialMaterials” shall mean any hazardous solid, liquid or toxic substancegaseous waste, material substance or waste emission or any combination thereof which ismay (i) cause or significantly contribute to an increase in mortality or serious illness, or becomes, regulated by any local (ii) pose the risk of a substantial present or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the dutypotential hazard to human health, to inspect the Demised Premises at environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any time to determine whether other applicable federal, state or local laws. Tenant is complying with shall immediately notify Landlord of the terms presence or suspected presence of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon any Hazardous Materials on or about the Demised Premises and take whatever actions as are reasonably necessary shall deliver to comply including, but not limited to, the removal from the Demised Premises of Landlord any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. notice received by Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforrelating thereto.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 9.01. Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, expense shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Premises, ; (ii) the particular manner of conduct of Tenant’s 's business or operation of its installationsinstallation, equipment or other property therein, ; (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord's performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv) the breach of any of Tenant’s 's obligations hereunder. HoweverFurthermore, Tenant shall need not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other any such laws and requirements law or requirement of public authorities authority so long as Tenant shall affect be contesting the validity thereof, or the applicability thereof to the Demised Premises, but may contest the same in accordance with Section 9.02. Except as set forth above, and subject to conditions reciprocal to Subsections (a)Section 5.04, (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord expense shall be responsible, at its sole cost and expense, for compliance comply with all applicable laws with respect and requirements, including but not limited to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to concerning Landlord’s Work. Notwithstanding anything to the contrary contained herein's repair obligations, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Buildingif any, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premiseshereunder.
8.02 9.02. Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, proceedings provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify indemnify, and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by Landlord;
(cb) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or or, if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(ec) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 1 contract
Sources: Lease Agreement (Globespan Inc/De)
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, expense shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, (iiiii) any cause or condition created by or at the instance of Tenant, including the other than by ▇▇▇▇▇▇▇▇'s performance of any work performed by Landlord for or on behalf of Tenant, or (iviii) breach of any of Tenant’s 's obligations hereunder. HoweverFurthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall not be so required contesting the validity thereof, or the applicability thereof to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to Premises, in clause (i), (ii), (iii) or (iv) aboveaccordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by LandlordLandlord and shall post with Landlord a surety bond or other security reasonably satisfactory to Landlord prior to the commencement of any contest;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 (A) As used in this Lease, the team “Applicable Laws” means all laws, codes, rules, regulations, ordinances and directives of all governmental and quasi-governmental authorities with jurisdiction now in effect or which may hereafter come into effect, and whether or not reflecting a change in policy from any previously existing policy, including, without limitation, laws, codes, rules, regulations and ordinances pertaining to industrial hygiene, Hazardous Materials, and the Americans With Disabilities Act and local ordinances pursuant thereto, including handicap access requirements. Tenant shall give Landlord prompt notice to Landlord of any notice it that ▇▇▇▇▇▇ receives of the any violation of any law Applicable Law relating to the Premises, the Building or requirement of public authoritythe Property, and or Tenant, at its ’s use thereof. At Tenant’s sole cost and expense, Tenant shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereofincluding any order, or the abatement of any nuisance, impose any violation, order requirement or duty on imposed upon either Landlord or Tenant, arising from or relating to: (i1) of the Premises and/or Tenant’s particular manner of use of occupancy of the Demised Premises, ; (ii2) the particular manner of or conduct of Tenant’s business or operation of its installations, equipment or other property therein, property; (iii3) any cause or condition created by or at the instance request of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) the breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required Tenant’s obligation to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 Applicable Laws shall include, without limitation, compliance throughout the obligation to make substantial repairs and alterations to the Premises and the Building regardless of, among other factors, the relationship of the cost of curative action to the rent payable under this Lease, the length of the then remaining Term of this Lease Lease, the relative benefit of the repairs or alterations to Landlord or Tenant, the degree of which the curative action may interfere with Tenant’s use or enjoyment of the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to timePremises, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i)likelihood that the parties contemplated the particular Applicable Law involved; provided, (ii), (iii) or (iv) above; provided however, that Landlord agrees Tenant shall not be required to cause make structural alterations or capital improvements unless such compliance is triggered or necessitated by Tenant’s particular use of the “Common Areas” Premises (as or Tenant’s change in use of the Premises, regardless of the nature of use) or by any work performed or improvements constructed by or at the request of Tenant (and the cost of such quoted term work that is hereinafter defined) not required to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas included in or excluded from Operating Costs as wellprovided in Section 4.1 above). Tenant shall pay all the costs, expenses, fines, penalties and or damages which may be imposed upon either Landlord or any superior lessors or superior mortgagees Tenant by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms provisions of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforSection 6.2.
Appears in 1 contract
Sources: Lease Agreement (GoPro, Inc.)
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law rule, order, ordinance, direction, regulation or requirement of any federal, state municipal or public authority, and . Tenant, at its sole cost and expense, shall comply with all laws rules, orders, ordinances, directions, regulations and requirements of municipal or public authorities now in force or which may hereafter be in force which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use 's use, occupation, or alteration of the Demised Premises, (ii) any cause or condition created by or at the particular manner of conduct instance of Tenant’s business or operation of its installations, equipment or other than by other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord's performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s 's obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) ), or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to Subsections subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises10.02.
8.02 10.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance noncompliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by Landlord;
(c) Such such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance noncompliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;; and
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(aSubsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything 10.03 Landlord represents that it will comply within all present laws within Landlord's control which are related to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇Building.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 1 contract
Sources: Lease (Aveta Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 9.01. Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authority, and Tenant, at its sole cost and expense, expense shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord's performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s 's obligations hereunder. HoweverFurthermore, Tenant shall need not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other any such laws and requirements law or requirement of public authorities authority so long as Tenant shall affect be contesting the validity thereof, or the applicability thereof to the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of in accordance with Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises9.02.
8.02 9.02. Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s 's fees and other reasonable expenses reasonably incurred by Landlord;
(cb) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(ec) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 1 contract
Sources: Lease (Barringer Technologies Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 11.01. Tenant shall give prompt notice to promptly notify Landlord of any written notice it receives of the violation of any law or requirement of any Federal, State, Municipal or other public authority, and Tenant, at its sole cost and expense, expense Tenant shall comply with all laws and requirements of such public authorities which shall, with respect to the Building or the Demised Premises or the use and/or and occupation thereof, thereof or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s 's obligations hereunder.
11.02. HoweverTenant represents that it is and will be in compliance with all environmental laws, Tenant shall not be so required to make any structural or other substantial change regulations and orders in the use of the Demised Premises unless and the requirement arises Tenant agrees to defend, indemnify and hold the Landlord harmless from a cause any claim, payment, loss or condition referred other amount relating to any claim or order under Title 22a of the Connecticut General Statutes, as the same may be amended and/or substituted for, or any federal or state law of like or similar import, arising out of, relating to or caused by the Tenant's and/or its assigns' acts and/or use of the Premises, including but not limited to the illegal storage, dumping, discharge, spillage, controlled or uncontrolled loss, seepage or filtration of hazardous waste of any kind (as defined by any applicable statute, law, regulation or order).
11.03. Landlord represents that it is and will be in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply compliance with all other such laws environmental laws, regulations and requirements orders in the use of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises and the Landlord agrees to defend, indemnify and hold the Tenant harmless from any claim, payment, loss or other amount relating to any claim or order under this Section 8.01 Title 22a of the Connecticut General Statutes, as the same may be amended and/or substituted for, or any federal or state law of like or similar import, arising out of, relating to or caused by the Landlord’s and/or its assigns’ acts and/or use of the Premises, including but not limited to the illegal storage, dumping, discharge, spillage, controlled or uncontrolled loss, seepage or filtration of hazardous waste of any kind (as defined by any applicable statute, law, regulation or order).
11.04. Tenant at its sole expense shall include, without limitation, compliance throughout the Term of this Lease comply with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 11.05. Notwithstanding any of the foregoing Article 11, Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject liable to criminal penalty or incur any expense to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as perform capital improvements to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, Building or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer theretoBuilding structure.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authoritya governmental authority affecting the Demised Premises or the Property or any regulation of the board of fire underwriters having jurisdiction over the Property ("Applicable Law"), and Tenantand, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or TenantApplicable Laws, arising from or relating to (i1) Tenant’s particular manner of 's use of the Demised Premises, ; (ii2) the particular manner of or conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, ; (iii3) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s 's obligations hereunder. However, otherwise such compliance shall be at Landlord's expense.
(b) Tenant shall not do, permit or suffer any act or thing to be so required done which is injurious to make any structural the Property or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest which is immoral, a nuisance, contrary to Applicable Law or in violation of the same subject to conditions reciprocal to Subsections (a)certificate of occupancy issued for the Building or which would result in the cancellation of, (b) and (d) of Section 8.02. or any increase in premiums for, insurance maintained by Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause Property or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 (c) Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty use, maintain or to prosecution for a crime nor shall allow the use or maintenance of the Demised Premises or any part thereof be subject to being condemned treat, store, dispose of, transfer, release, convey or vacatedrecover Hazardous Materials (as hereinafter defined) nor shall Tenant otherwise, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation manner, possess or allow the possession of any superior lease Hazardous Materials on or superior mortgageabout the Demised Premises; provided, or if however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for general office use may be stored and used on the Demised Premises so long as (i) such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of storage and use is in the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense ordinary course of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in 's business permitted under this Lease, Tenant shall, at all times, comply (ii) such storage and use is performed in compliance with all local, state applicable laws and federal laws, rules and regulations governing in compliance with the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) customary standards prevailing in the Demised Premises by Tenant, its subtenants, licensees industry for the storage and invitees including, but not limited to, Section 1004 use of such materials; and (iii) Tenant delivers prior written notice to Landlord of the Federal Reserve Conservation identity of and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇information regarding such materials as Landlord may require. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to "Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” Materials" shall mean any hazardous solid, liquid or toxic substancegaseous waste, material substance or waste emission or any combination thereof which ismay (i) cause or significantly contribute to an increase in mortality or serious illness, or becomes, regulated by any local (ii) pose the risk of a substantial present or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the dutypotential hazard to human health, to inspect the Demised Premises at environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any time to determine whether other applicable federal, state or local laws. Tenant is complying with shall immediately notify Landlord of the terms presence or suspected presence of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon any Hazardous Materials on or about the Demised Premises and take whatever actions shall deliver to Landlord any notice received by Tenant relating thereto, Landlord represents that, to the best of its knowledge, there are no Hazardous Materials located at the Premises as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefordate hereof.
Appears in 1 contract
Sources: Lease Agreement (Heelys, Inc.)
Compliance with Laws and Requirements of Public Authorities. 8.01 14.01 Tenant shall give prompt notice to promptly notify Landlord of any written notice it receives of the violation of of, and Tenant shall comply with, any law law, statute, code, rule, regulation or requirement of public authorityany Federal, and TenantState, at its sole cost and expense, shall comply with all laws and requirements of Municipal or other public authorities which shall, with respect to the Demised Premises Premises, or the use and/or and occupation thereof, of any of the foregoing or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's or any other party's use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s any business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the performance of Tenant or any work performed by Landlord for or on behalf of Tenantother party, or (iv) breach of any of Tenant’s 's obligations hereunder. However, .
14.02 Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at and its expense, shall comply with all other such laws employees and requirements of public authorities as shall affect the Demised Premises, but may contest the same subject to conditions reciprocal to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant agents shall, at its sole their cost and expense, promptly make faithfully observe and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules statutes, codes, rules, regulations and regulations governing the use, handling and disposal of “Hazardous Material” (requirements referred to in Section 14.01 hereof.
14.03 The Landlord named as such quoted term is hereinafter defined) in this Lease hereby represents and warrants to the Demised Premises by TenantTenant named as such in this Lease that, its subtenants, licensees and invitees including, but not limited to, Section 1004 as of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇date hereof, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and as follows:
A. The Landlord is not aware of any additionsviolations of law, amendmentsrules or regulations, codes, ordinances or modifications thereto with respect to Hazardous Material which Tenant brings into other governmental action involving use of the Demised Premises. Landlord agrees to disclose any information or knowledge it may have concerning use of the Real Property, restrictions on the Real Property or any present or future plans known to it that any governmental agency or private individual will have or may have concerning the Real Property, or the Landlord, if it has knowledge of the same.
B. Landlord, to the best of its knowledge, warrants that neither Landlord nor any of its agents, have any knowledge of any hazardous waste or hazardous materials being placed by prior owners or tenants on the Real Property, which would be disadvantageous to construction of otherwise be considered as having hazardous waste or toxic material qualities in the opinion of any governmental agency or other jurisdiction regulating such environmental control.
C. Landlord represents to the best of its knowledge that there are no underground gas tanks or other fuel tanks beneath the Real Property.
D. Landlord further represents that to the best of its knowledge there have been no environmental violations on the Real Property and that it has no knowledge of any environmental problems on the Real Property.
14.04 If Landlord shall sell or otherwise transfer all or any portion of the Real Property, no successor Landlord shall be responsible for liable to Tenant with respect to any Hazardous Material present on matter or thing done or omitted to be done by the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. predecessor Landlord and its agents shall have the righthereunder, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, predecessor Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforremain liable therefore.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 (A) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authoritya governmental authority affecting Tenant’s particular use of the Demised Premises or the Property or any regulation of the board of fire underwriters having jurisdiction over Tenant’s particular use of the Property (“Applicable Law”), and Tenantand, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallApplicable Laws, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on imposed upon Landlord or Tenant, arising from or relating to (i1) Tenant’s particular manner of use of the Demised Premises, Premises not related to general office use; (ii2) the particular manner of or conduct of Tenant’s business or operation of its installations, equipment or other property therein, ; (iii3) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv4) breach of any of Tenant’s obligations hereunder. However, .
(B) Tenant shall not intentionally do, permit or suffer any act or thing to be so required done which is injurious to make any structural the Property or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may contest which is immoral, a nuisance, contrary to Applicable Law or in violation of the same subject to conditions reciprocal to Subsections (a)certificate of occupancy issued for the Building or which would result in the cancellation of, (b) and (d) of Section 8.02. or any increase in premiums for, insurance maintained by Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause Property or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 (C) Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty use, maintain or to prosecution for a crime nor shall allow the use or maintenance of the Demised Premises or any part thereof be subject to being condemned treat, store, dispose of, transfer, release, convey or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer recover Hazardous Materials (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the possession of any Hazardous Materials on or about the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for general office use may be stored and used on the Demised Premises by so long as (i) such storage and use is in the ordinary course of Tenant, its subtenants, licensees ’s business permitted under this Lease; (ii) such storage and invitees including, but not limited to, Section 1004 use is performed in compliance with all applicable laws and in compliance with the highest standards prevailing in the industry for the storage and use of such materials; and (iii) Tenant delivers prior notice to Landlord of the Federal Reserve Conservation identity of and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇information regarding such materials as Landlord may require. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous MaterialMaterials” shall mean any hazardous solid, liquid or toxic substancegaseous waste, material substance or waste emission or any combination thereof which ismay (i) cause or significantly contribute to an increase in mortality or serious illness, or becomes, regulated by any local (ii) pose the risk of a substantial present or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the dutypotential hazard to human health, to inspect the Demised Premises at environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any time to determine whether other applicable federal, state or local laws. Tenant is complying with shall immediately notify Landlord of the terms presence or suspected presence of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon any Hazardous Materials on or about the Demised Premises and take whatever actions as are reasonably necessary shall deliver to comply including, but not limited to, the removal from the Demised Premises of Landlord any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. notice received by Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforrelating thereto.
Appears in 1 contract
Sources: Sublease (Intelepeer Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 9.01 The term “laws and/or requirements of public authorities” and words of like import shall mean laws and ordinances of any or all of the Federal, state, city, county, and borough governments and rules, regulations, orders and/or directives of any or all departments subdivisions, bureaus, agencies, or office thereof, or of any other governmental, public, or quasi-public authorities (collectively, “Laws”), having jurisdiction over the Demised Premises, and/or the direction of any public officer having jurisdiction over the Demised Premises pursuant to Law. Tenant covenants to comply with all present and future Laws with respect to the Demised Premises during the Term. Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law Law or requirement of public authority, and Tenant, at its sole cost and expense, expense shall comply with all laws Laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, ; (ii) the particular manner of conduct of Tenant’s business or operation of its installationsinstallation, equipment or other property therein, ; (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord’s performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv) the breach of any of Tenant’s obligations hereunder. HoweverFurthermore, Tenant shall need not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other any such laws and requirements Law or requirement of public authorities authority so long as Tenant shall affect be contesting the validity thereof, or the applicability thereof to the Demised Premises, but may contest the same subject in accordance with Section 9.02. Nothing contained herein shall be construed to conditions reciprocal require Tenant to Subsections (a), (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect make structural alterations to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and Building except to the extent thereby that same are required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location specific manner of partitions, trade fixtures, or other contents use of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 9.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authorityLaws, and Landlord shall reasonably cooperate with Tenant at no cost to Landlord in such proceedings, proceedings provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify indemnify, and hold harmless Landlord against all liability, loss, damage, cost loss or expense damage which Landlord shall suffer by reason of such non- non-compliance or contest includingcontest, but not limited to, including reasonable attorney’s fees and other reasonable expenses reasonably incurred by Landlord;
(cb) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or or, if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or and/or furnishing of security by Landlord, such action shall be taken and and/or such security shall be furnished at the expense of Tenant;
(dc) Tenant shall furnish keep Landlord with advised as to the status of such security as proceedings upon Landlord’s written request;
(d) Tenant, by its acts or omissions, does not place Landlord shall require in connection with Tenant’s non-compliance reasonable jeopardy or contestsubject to any form of penalty or fine; and
(e) Any such proceedings shall not affect the payment of Fixed Rent or Additional Rent or other sums payable hereunder or prevent Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in from using the Demised Premises by Tenant, for its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇intended purpose.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ therefor.
Appears in 1 contract
Compliance with Laws and Requirements of Public Authorities. 8.01 10.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law or requirement of public authorityauthority with respect to the Demised Premises, and Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shall, with respect to the Demised Premises or the use and/or and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of use of the Demised Premises, (ii) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, including the other than by Landlord’s performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord.
10.02 Tenant shall not cause or permit “Hazardous Materials” (as defined below) to be used, at its expensetransported, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premisesstored, but may contest the same subject to conditions reciprocal to Subsections (a)released, (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to handled, produced or installed in, on or from, the Demised Premises under this Section 8.01 shall includeor the Building. The term “Hazardous Materials” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other substance or material, as defined by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Comprehensive Environmental Response Compensation and Liability Act of 19901980, together with all amendments thereto which may be adopted from time to timeas amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, and all in the regulations adopted and rules publications promulgated thereunder (pursuant to each of the “ADA”) but solely if any such obligation arises from foregoing. In the event of a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner breach of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties and damages imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For exampleSection 10.02, but not by way Landlord shall, in addition to all of limitationits rights and remedies under this lease and pursuant to law, if require Tenant to remove any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving such Hazardous Materials from the Demised Premises solely in the manner prescribed for such removal by reason the applicable law, ordinance, rule or regulation. The provisions of this Section 10.02 shall survive the particular manner termination of conduct of Tenant’s business in this lease.
10.03 Landlord represents to Tenant that Landlord has received no written notice that the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease applicable law, ordinance, rule or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto regulation with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s failure to comply with the terms of this Section, as Additional Rent, ten (10) days upon receipt of a ▇▇▇▇ thereforMaterials.
Appears in 1 contract
Sources: Lease Agreement (American Realty Capital New York Recovery Reit Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the violation of any law or requirement of any public authority, and authority affecting the Leased Premises or the Building. Tenant, at its sole cost and expense, shall comply with all laws and requirements of public authorities which shallauthorities, which, with respect to the Demised Leased Premises or the use and/or occupation use, condition or occupancy thereof, or the abatement of any nuisance, shall impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s particular manner of 's use of the Demised Leased Premises, ; (ii) the particular manner of conduct of Tenant’s 's business or operation of its installations, equipment or other property therein, in the Leased Premises; (iii) any cause or condition created by or at the instance insistence of Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, ; or (iv) breach of any of Tenant’s 's obligations hereunder. However, under this Lease.
(b) Tenant shall not do, permit or suffer any act or thing to be so required done in or to make the Leased Premises which is immoral or contrary to law or in violation of the certificate of occupancy issued for the Building.
(c) Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the Leased Premises any structural article which may be prohibited by the then-available standard forms of fire insurance policies with extended coverage. Tenant agrees to pay any increase in premiums for insurance that may be charged during the Term on the amount of such insurance which may be carried by Landlord on the Leased Premises or other substantial change the Building resulting from the type of business conducted by Tenant in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Leased Premises, but may contest whether or not Landlord has consented to that business. Landlord acknowledges that use of the same subject to conditions reciprocal to Subsections (a)Premises for uses that are considered general office uses will not result in an increase in Landlord's insurance premiums. In determining whether increased premiums are the result of Tenant's use of the Leased Premises, (b) a schedule issued by the organization making the insurance rate on the Leased Premises and showing the various components of such rate shall be conclusive evidence of the several items and charges which make up the insurance rate on the Leased Premises.
(d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations with respect to the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto which may be adopted from time to time, and all regulations and rules promulgated thereunder (the “ADA”) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay as Additional Rent all the costs, expenses, fines, penalties and or damages which may be imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s 's failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way .
(e) The judgment of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason court of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, competent jurisdiction or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed admission by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. whether Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything is a party to the contrary contained hereinproceeding or not, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of has violated any law or requirement of public authorityauthorities affecting the Building or the Leased Premises shall be conclusive of such violation as between Landlord and Tenant.
(f) Tenant shall strictly comply with all statutes, laws, ordinances, rules, regulations, and precautions now or hereafter mandated or advised by any federal, state, local or other governmental entity with jurisdiction over the Premises with respect to the use, generation, storage, or disposal of any hazardous or toxic material regulated by any federal, state or local governmental entity (collectively "Hazardous Materials"). Tenant shall not cause, or allow anyone else to cause, any Hazardous Materials to be used, generated, stored or disposed of in, on or about the Premises or any improvements now or hereafter constructed therein, except for hazardous or toxic substances in small quantities as are typically used in an office space, but which are used, stored and disposed of in strict compliance with all applicable laws, without the prior written consent of Landlord, which consent may be withheld in the sole discretion of Landlord, and which consent may be revoked at any time. Tenant's indemnification of Landlord pursuant to this Lease shall cooperate extend to all liability, including all foreseeable and unforeseeable consequential damages, directly or indirectly arising out of the use, generation, storage, or disposal of Hazardous Materials by Tenant or any person claiming by, through or under Tenant, including, without limitation, the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, to the full extent that such action is attributable, directly or indirectly, to the use, generation, storage, or disposal of Hazardous Materials by Tenant or any person claiming by, through or under Tenant. Neither the written consent by Landlord to the use, generation, storage, or disposal of Hazardous Materials nor the strict compliance by Tenant with all statutes, laws, ordinances, rules, regulations, and precautions pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation of indemnification. In the event Tenant is in breach of the covenants herein, after notice to Tenant and the expiration of the cure period permitted under applicable law, regulation, or order, Landlord may, in its sole discretion, declare Tenant to be in default under this Lease and/or cause the Premises to be free from the Hazardous Materials and such proceedings, provided that:cause shall be deemed Additional Rent hereunder and shall immediately be due and payable from Tenant.
(ag) Landlord shall not have the express right, but no more frequently than once each calendar year during the lease term, and sixty (60) days prior to the termination or other expiration of this Lease, to conduct an environmental investigation at the Leased Premises (and at any other part of the Building which Tenant utilizes for any operation, equipment or supplemental system). If either Tenant installs a UPS system or backup generator in or on the Building, or Landlord has a reasonable basis to believe that there may be subject to criminal penalty or to prosecution for a crime nor shall problem involving Hazardous Materials in the Demised Premises or Building caused by Tenant, its agents, invitees, employees or contractors, or resulting from Tenant's use of the Premises, then Tenant will pay, as Additional Rent within fifteen days of receipt of an invoice therefore, the cost of the first environmental investigation thereafter conducted by Landlord. If the first environmental investigation details no contamination (or any part thereof other violation of any applicable Hazardous Material law or applicable law, rule or regulation of a governmental entity with jurisdiction over the Premises) that was caused by Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of the Premises, then the cost of any environmental investigation conducted thereafter shall be subject to being condemned borne by Landlord unless such later environmental investigation discloses any contamination or vacatedviolation of applicable laws (provided such violation or contamination was caused by Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of the Premises). Tenant will pay, as Additional Rent within fifteen days of receipt of an invoice therefore, the cost of the first environmental investigation and any subsequent environmental investigation which reveals a violation of any applicable Hazardous Material law or applicable law, rule or regulation of a governmental entity with jurisdiction over the Premises that was caused by reason Tenant, Its agents, invitees, employees or contractors, or resulted from Tenant's use of non-compliance the Premises. If contamination (or otherwise any other violation of any applicable Hazardous Material law or applicable law, rule or regulation of a governmental entity with jurisdiction over the Premises) is found and was caused by reason Tenant, its agents, invitees, employees or contractors, or resulted from Tenant's use of such contest;
(b) the Premises, Tenant will immediately remediate the contamination. Tenant shall defend, indemnify and hold Landlord harmless Landlord against and from any and all claims, liability, loss, damage, cost penalties, actions, demands or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatevernature (including attorney's fees), whether by service without limitation damage to any property and injury (including death) to any person, arising from Tenant's breach of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant's use of the Premises for the conduct of its business, or from any activity, work or other thing done, permitted or suffered by Tenant shall, at or omission of Tenant in and about the Premises. It shall further indemnify and hold Landlord harmless against and from any and all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) claims arising from any breach or default in the Demised Premises by performance of any obligation on Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect 's part to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with performed under the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal Lease or arising from the Demised Premises of any Hazardous Material and the restoration act or any of the Demised Premises to foregoing acts or omissions by any of Tenant's agents, employees, contractors, subcontractors or invitees, or from any litigation concerning any of the foregoing in which Landlord is made a cleanparty defendant, neatand from and against all costs, attractiveattorneys fees, healthy expenses and sanitary conditionliabilities incurred in connection with any such claim or action or proceeding brought thereon. Tenant shall pay all costs so incurred Except as limited by Landlord due to Sections 10.3 and 10.4 below Tenant’s failure to comply with the terms of this Section, as Additional Renta material part of the consideration to Landlord, ten (10) days hereby assumes all risk of damage to property or injury to persons in, upon receipt of a ▇▇▇▇ thereforor about the Premises from any cause other than Landlord's sole negligence.
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Sources: Lease Agreement (Inflow Inc)
Compliance with Laws and Requirements of Public Authorities. 8.01 (a) At all times during the term of this Lease, Tenant shall give prompt notice to Landlord of any notice it Tenant receives of the any violation of any law or requirement of public authorityany governmental authority affecting the Demised Premises, and Tenantand, at its sole cost and expense, Tenant shall immediately comply with all laws and requirements of public authorities which shallgovernmental authorities, with respect to the Demised Premises or the use and/or occupation thereof, or the abatement of any nuisance, impose including any violation, order or duty on Landlord or imposed upon Tenant, arising from (i) Tenant’s particular manner of use of or relating to the Demised Premises, (ii) the particular manner of conduct of Tenant’s business whether now existing or operation of its installationshereafter enacted and whether ordinary or extraordinary, equipment foreseen or unforeseen, including but not limited to matters relating to toxic wastes, hazardous or dangerous materials or other property therein, (iii) any cause or condition created by or at the instance of similar substances. Tenant, including the performance of any work performed by Landlord for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (i), (ii), (iii) or (iv) above. Landlord, at its expense, shall comply with all other such laws easements, restrictive covenants and requirements of public authorities as matters affecting the Demised Premises.
(b) Tenant shall affect not do, permit or suffer any act or thing to be done which is injurious to the Demised Premises, but may contest which is immoral, a nuisance, contrary to law or in violation of the same subject to conditions reciprocal to Subsections (a)certificate of occupancy issued for the Building or which would result in the cancellation of, (b) and (d) of Section 8.02. Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations or any increase in premiums for, insurance maintained hereunder with respect to the Demised Premises.
(c) Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the Demised Premises under this Section 8.01 shall include, without limitation, compliance throughout the Term of this Lease with the Americans With Disabilities Act of 1990, together with all amendments thereto any article which may be adopted from time to time, and all regulations and rules promulgated thereunder prohibited by any then available standard forms of fire insurance policies with extended coverage.
(the “ADA”d) but solely if any such obligation arises from a cause or condition referred to in (i), (ii), (iii) or (iv) above; provided however, that Landlord agrees to cause the “Common Areas” (as such quoted term is hereinafter defined) to be in compliance with the ADA and all other applicable laws and regulations, as and to the extent thereby required unless the need for compliance is occasioned by either the specific manner of operation of Tenant’s business or alterations performed by Tenant in which case Tenant shall be responsible for the Common Areas as well. Tenant shall pay all the costs, expenses, fines, penalties or damages (including, without limitation, professional fees and damages disbursements) which may be imposed upon Landlord or any superior lessors or superior mortgagees by reason of or arising out of Tenant’s failure to comply with legal requirements or insurance requirements if and to the extent required under the provisions of this Section. For example, but not by way of limitation, if any public authority requires any additional sprinkler heads or changes to the sprinkler system in or serving the Demised Premises solely by reason of the particular manner of conduct of Tenant’s business in the Demised Premises or by reason of Tenant’s alterations, or the location of partitions, trade fixtures, or other contents of the Demised Premises if and to the extent installed by Tenant, Tenant shall, at its sole cost and expense, promptly make and supply such additional sprinkler heads or make such changes. Landlord shall be responsible, at its sole cost and expense, for compliance with all applicable laws with respect to Building systems and other portions of the Building not part of the Demised Premises or those portions of the Demised Premises which are not Tenant’s obligation and with respect to all violations existing on the Lease Term Commencement Date or arising from or related to Landlord’s Work. Notwithstanding anything to the contrary contained herein, Tenant acknowledges that (i) no certificate of occupancy has been obtained for the Demised Premises and/or for the Building, (ii) Landlord represents that the permitted use for the Demised Premises and for the Building (i.e., office use and cooking) is an “as of right” use pursuant to current zoning for the Building and (iii) the foregoing shall not be deemed or construed to relieve Tenant of any of its obligations under this Lease, it being understood and agreed to by Tenant that Tenant shall remain fully bound to perform its obligations hereunder notwithstanding the foregoing. Notwithstanding anything to the contrary set forth herein, Landlord acknowledges that there is an open application pending with the New York City Department of Buildings (“DOB”) with respect to the Demised Premises. If such open application prohibits Tenant from filing an application for Tenant Changes or delays or interferes with such filing or with Tenant obtaining permits or approvals (without any other fault of Tenant), Landlord covenants and agrees to use best efforts to close out such application and to indemnify Tenant for any costs and expenses Tenant incurs arising from any additional requirements or changes to Tenant’s plans required by DOB as a result of such open application or the previous tenant’s work in the Demised Premises.
8.02 Tenant may, at its sole cost and expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:
(a) Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;
(b) Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss, damage, cost or expense which Landlord shall suffer by reason of such non- compliance or contest including, but not limited to, reasonable attorney’s fees and other reasonable expenses incurred by Landlord;
(c) Such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
(d) Tenant shall furnish Landlord with such security as Landlord shall require in connection with Tenant’s non-compliance or contest; and
(e) Tenant shall keep Landlord advised in writing as to the status of such proceedings. Without limiting the application of Section 8.02(a) thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer or shareholder of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.
8.03 In addition, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of “Hazardous Material” (as such quoted term is hereinafter defined) in the Demised Premises by Tenant, its subtenants, licensees and invitees including, but not limited to, Section 1004 of the Federal Reserve Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto with respect to Hazardous Material which Tenant brings into the Demised Premises. Landlord shall be responsible for any Hazardous Material present on the Term Commencement Date. As used herein, the term “Hazardous Material” shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Demised Premises is located or the United States Government. Landlord and its agents shall have the right, but not the duty, to inspect the Demised Premises at any time to determine whether Tenant is complying with the terms of this Section 8.03. If Tenant is not in compliance with this Section 8.03, Landlord shall have the right to immediately enter upon the Demised Premises and take whatever actions as are reasonably necessary to comply including, but not limited to, the removal from the Demised Premises of any Hazardous Material and the restoration of the Demised Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all costs so incurred by Landlord due to Tenant’s 's failure to comply with the terms provisions of this Section, as Additional Rent, ten SECTION 6.2.
(10e) days upon receipt The provisions of a ▇▇▇▇ thereforthis SECTION 6.2 shall survive the expiration or earlier termination of this Lease.
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