Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 5 contracts
Samples: Lease Agreement (Vertex Pharmaceuticals Inc / Ma), Lease Agreement (Senior Housing Properties Trust), Lease Agreement (Senior Housing Properties Trust)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to causea) the portions Each of the Property other than the Premises, to be used Seller and Subsidiary is in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply compliance with all Legal Requirements relating to the Diagnostic Business. Since January 1, 2009, neither Seller nor Subsidiary has received any written notice from any governmental body alleging any failure to comply with any Legal Requirement relating to the Diagnostic Business and the employment of the Specified Employees, except for any such notice relating to a failure to comply that has since been cured.
(b) To Seller’s knowledge, at all times prior to January 1, 2009, each of Seller and Subsidiary was in compliance with all Environmental Laws applicable to the Premises Diagnostic Business, the Facility and PropertySeller’s operations at the Facility. Tenant shall obtain Each of Seller and pay for Subsidiary is, and has been at all permits and shall promptly take all actions necessary to comply times since January 1, 2009, in compliance with all Legal Requirements, including without limitation the Occupational Safety and Health Act, Environmental Laws applicable to Tenantthe Diagnostic Business, the Facility and Seller’s use operations at the Facility. To Seller’s knowledge, no event has occurred or condition exists or has existed which would reasonably be expected to give rise to any material liability on the part of Purchaser pursuant to, or to materially impair Purchaser’s compliance with, any Environmental Law applicable to the Assets and the Facility. The Facility has not been listed or, to Seller’s knowledge, proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any similar federal or state list. To Seller’s knowledge, no material lien has attached to any of Seller’s or Subsidiary’s property at the Facility pursuant to any Environmental Law.
(c) There has not been any action taken by Seller or Subsidiary, operating practice by Seller or Subsidiary or failure by Seller or Subsidiary to act that would reasonably be expected to give rise to a material liability on the part of Purchaser as a result of:
(i) the handling, storage, use, presence, transportation or disposal or arranging for transportation or disposal of any Hazardous Substance by Seller or Subsidiary in, on, under, near or from the Facility;
(ii) any emission, discharge or release of any Hazardous Substance by Seller or Subsidiary on or from the Facility into or upon the air, surface water, ground water or land;
(iii) any disposal, handling, manufacturing, processing, distribution, use, treatment or transport of any Hazardous Substances by Seller or Subsidiary on or from the Facility; or
(iv) the presence of any Hazardous Substances (including asbestos, urea formaldehyde foam installation or similar substances contained in building materials) in or on the Facility.
(d) Seller and Subsidiary, together, hold all registrations, permits, licenses and approvals issued by or on behalf of any federal, state or local government body that are required pursuant to any Environmental Laws for the occupancy of and the conduct of business at the Facility and the ownership of the PremisesAssets (“Environmental Permits”). Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain Any such Environmental Permits held by Seller or Subsidiary are currently in full force and effect all certifications or permissions required for Tenant’s operations at the Premiseseffect. Tenant shall be solely responsible for procuring Each of Seller and complying at all times with any and all necessary permits, certifications, permissions and the like and complying Subsidiary is in compliance with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use terms and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successEnvironmental Permits, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premisesother applicable limitations, as opposed to the Permitted Uses generallyrestrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Exagen Inc.), Asset Purchase Agreement (Exagen Diagnostics Inc), Asset Purchase Agreement (Exagen Diagnostics Inc)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its reasonable discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual immediate danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 4 contracts
Samples: Open End Mortgage, Security Agreement, Financing Statement and Assignment of Rents (Ashford Hospitality Prime, Inc.), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc)
Compliance with Legal Requirements. Tenant Borrower shall not cause or permit the Premisesfully, or cause faithfully and punctually comply (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply use commercially reasonable efforts to cause all lessees and other Persons that occupy or enter upon the Project at all times so to comply) in all material respects with all Legal Requirements of any Governmental Authority having jurisdiction over Borrower or the Project now or hereafter in effect (including any of the foregoing that heretofore have been promulgated but which are not yet in effect), in each instance as modified, amended, renewed and/or extended, which are applicable to Borrower, to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary Project or any portion thereof, to comply with all Legal Requirementsthe use, including without limitation the Occupational Safety and Health Actmanner of use, applicable to Tenant’s use occupancy, possession, condition, operation, maintenance, alteration, repair, replacement, or restoration of the Premises. Notwithstanding the foregoing two sentences Project or any portion thereof or to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on Borrower’s business at the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten Project (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal “Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions”), including, without limitation, posting bond(sRequirements that, if violated, would cause the Project or a part thereof to be subject to forfeiture or a Lien. Notwithstanding the foregoing, Borrower may contest the validity of such Requirements so long as (a) Borrower notifies Lender that it intends to contest the same, (b) Borrower is diligently contesting the same by appropriate legal proceedings in good faith and at its own expense, and (c) such contest will not subject Borrower, any Borrower Party or giving the Project to any potential civil or criminal liability or any Lien. During the term of the Loan, Borrower shall (and shall cause the holders of direction and/or indirect, legal and/or beneficial interest in Borrower to) (i) within five (5) Business Days of receipt of the same, notify Lender and provide Lender with a copy of, any inquiry received from CFIUS or any other securityGovernmental Authority related to Borrower’s acquisition of the Project, reasonably acceptable (ii) make any filing requested by CFIUS related to Landlord to protect Landlord, Borrower’s acquisition of the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cureProject, (iii) Tenant shall agree cooperate with, and fully respond to indemnifyany inquiries received from, defend CFIUS or any Governmental Authority related to CFIUS’s review and/or investigation (with counsel reasonably acceptable the “CFIUS Review”) related to LandlordBorrower’s acquisition of the Project, in each case within the time permitted by CFIUS or such Governmental Authority, as applicable, and (iv) subject to the terms and hold Landlord harmless from and against conditions hereof, take any and all liability, costs, damages, or expenses arising mitigation measures requested by CFIUS and/or any Governmental Authority in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyCFIUS Review.
Appears in 4 contracts
Samples: Term Loan Agreement (Wheeler Real Estate Investment Trust, Inc.), Term Loan Agreement (Cedar Realty Trust, Inc.), Term Loan Agreement (Wheeler Real Estate Investment Trust, Inc.)
Compliance with Legal Requirements. Tenant In the performance of its duties and obligations under this Agreement, Supplier and Supplier’s Services shall not cause at all times comply with all applicable federal, state, and local laws, statutes, regulations, rules, orders, and ordinances now in effect or permit the Premisesas hereafter enacted, amended, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”promulgated. In particular, and collectively without limiting its obligations as set forth in the “Legal Requirements”)preceding sentence, or constitutes a nuisance or wasteSupplier agrees as follows:
a) Supplier agrees to comply with all applicable safe harbor regulations and other legal requirements pertaining to fees, discounts, and incentives paid and/or granted to GPOs and/or any purchasers or providers of products, goods, and services reimbursable in whole or in part by a Federal Healthcare Program. Supplier shall also provide Amerinet Choice, Amerinet, and Participating Facilities with any information necessary for Amerinet Choice, Amerinet, and such Participating Facilities to remain in compliance with any such safe harbor regulations, including but not limited to the existing safe harbor regulations for administrative fees paid to GPOs, discounts, and/or services.
b) Supplier shall comply with all Legal Requirements applicable to the Premises anti-kickback requirements and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirementsself-referral prohibitions (e.g., including without limitation the Occupational Safety and Health ActXxxxx laws).
c) No Service furnished under this Agreement will be manufactured, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrarytested, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain packaged, labeled, priced, sold, or distributed in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violation of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any applicable federal, state, or municipal agency other legal requirements. Further, no Product furnished under this Agreement has, without the prior written consent of all affected Participating Facilities, been relabeled, repackaged from original containers, or bears any effacement.
d) Neither Supplier, nor any individual employed by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation Supplier, is currently included in the event thatDepartment of Health and Human Services/Office of Inspector General List of Excluded Individuals/Entities or in the General Services Administration List of Parties Excluded from Federal Procurement and Non-procurement Programs. Supplier shall notify Amerinet Choice and Amerinet immediately and in writing if Supplier or any individual employed by Supplier is excluded or becomes reasonably subject to exclusion from a Federal Healthcare Program during the term of this Agreement and during the term of any other agreement between Supplier and any Participating Facility. If Supplier or any individual employed by Supplier is excluded or becomes reasonably subject to exclusion from a Federal Healthcare Program during the term of this Agreement or during the term of Supplier’s agreement with any Participating Facility, in lieu of such cure, Tenant then Amerinet Choice and Amerinet shall contest have the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: absolute right (without any obligation) to terminate this Agreement immediately and remove Supplier and Supplier’s Products from (i) any such contest is made reasonably the Amerinet portfolio of group purchasing agreements and in good faith, (ii) Tenant makes provisions, includingthe Catalog, without limitationSupplier’s recourse to Amerinet Choice, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the PropertyAmerinet, or any other person or entityParticipating Facility. Landlord shall be responsible for the compliance of the structural elementsAmerinet Choice, roof L.L.C. 15 License and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.Supply Agreement Revised: 7/18/12 Supplier Initials Amerinet Initials
Appears in 3 contracts
Samples: License and Supply Agreement (Codesmart Holdings, Inc.), License and Supply Agreement (Codesmart Holdings, Inc.), License and Supply Agreement (Codesmart Holdings, Inc.)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used promptly comply in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, all material respects with all present and collectively the “future Legal Requirements”), foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or constitutes a nuisance nonstructural repairs or wastealterations including, without limitation, all zoning, subdivision, building, safety and shall comply with environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Projects or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that each Project is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal notices of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord uncured material violations of any written ordersLegal Requirements have been entered or received by Borrower and to Borrower’s knowledge, warnings or violations relative to there is no basis for the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant note or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no monetary Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Project to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of the related Mortgage(s); (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result adversely affect the ownership, use or occupancy of the Project, other than in a de minimis manner; (vi) the Project or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 2 contracts
Samples: Loan Agreement (Mack Cali Realty Corp), Loan Agreement (Mack Cali Realty L P)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all Legal Requirements applicable laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, with any occupancy certificate or directive issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Demised Premises, insofar as any thereof relate to or affect the condition, use or occupancy of the Demised Premises, excluding requirements of structural changes not related to or affected by improvements made by or for Tenant or not necessitated by Tenant’s act. Landlord represents and warrants to Tenant that, to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to best of Landlord’s knowledge, the Building, including the Common Areas, on the Commencement Date, will comply with the Americans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq. and all Legal Requirementsother applicable laws, rules and regulations governing the Building and the Common Areas in effect on the Commencement Date (the “Applicable Laws”) including without limitation the Occupational Safety and Health Act, applicable to Tenantall Applicable Laws governing hazardous substances. Landlord shall also be responsible for assuring that Landlord’s use of the PremisesWork shall be in compliance with all Applicable Laws. Notwithstanding the foregoing two sentences to the contraryforegoing, Landlord Tenant shall be responsible for assuring that Tenant’s Work within the compliance Demised Premises and any affected appurtenant portions of the Base Building Work and the Finish Work Common Areas are in compliance with all Legal Requirements as of Applicable Laws in effect on the Commencement Date. Tenant shall maintain in full force , and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be responsible for correcting any instances of non-compliance with Applicable Laws in default of its obligations under effect on the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation Commencement Date if caused by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyWork.
Appears in 2 contracts
Samples: Lease (Covisint Corp), Lease (Covisint Corp)
Compliance with Legal Requirements. Tenant (a) Mortgagor shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Mortgagor represents and warrants that the Property to the best of Mortgagor’s knowledge is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Mortgagor and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Mortgagor shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingMortgagor shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Mortgagor shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Mortgagor;
Appears in 2 contracts
Samples: Mortgage and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Mortgage and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Compliance with Legal Requirements. Tenant shall not cause or permit 3.13.1 Except as described on Schedule 3.13, the Premises, or cause (or permit Tenant Parties to cause) the portions operation of the Property System as currently conducted does not violate or infringe in any material respect any Legal Requirements currently in effect (other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements described in Section 3.13.2, as to which the representations and -------------- warranties set forth in that subsection will apply). Except as described on Schedule 3.13, Seller has received no notice of any violation by Seller or the System of any Legal Requirement applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use operation of the PremisesSystem as currently conducted. Seller is not in default of or in violation with respect to any Judgment of any court, administrative agency or other Governmental Authority.
3.13.2 Notwithstanding the foregoing two sentences anything in this Agreement to the contrary, Landlord shall be responsible for and except as described on Schedule 3.13, the System is in compliance in all material respects with the provisions of the Base Building Work and the Finish Work with all Cable Act as such Legal Requirements apply to the System; provided, however, that Seller does not make any representations about rates charged to subscribers, other than the representation about rates charged to subscribers set forth below. Except as described on Schedule 3.13, Seller is in compliance in all material respects with the must-carry and reconsent provisions of the Commencement Date1992 provisions of the Cable Act as they relate to the System. Tenant shall maintain Seller has used reasonable good faith efforts to establish rates charged to subscribers, effective since September 1, 1993, that are or were allowable under the Cable Act and any authoritative interpretation thereof now or then in full force and effect all certifications effect, whether or permissions required for Tenant’s operations not such rates are or were subject to regulation at that date by any Governmental Authority, including any local franchising authority and/or the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permitsFCC, certifications, permissions and unless such rates were not subject to regulation pursuant to a specific exemption from rate regulation contained in the like and complying with all reporting requirements directly relating or incident to: Cable Act other than the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal failure of any chemical franchising authority to have been certified to regulate rates. Notwithstanding the foregoing, Seller makes no representations or radioactive warranties that rates charged to subscribers (a) are allowable under any rules or bacteriological regulations of the FCC or pathological substances any authoritative interpretation thereof or organisms (b) would be allowable under any rules and regulations of the FCC or other hazardous wastes or environmentally dangerous substances or materials or medical wasteany authoritative interpretation thereof, promulgated after the date of Closing. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with Seller has delivered to Buyer complete and correct copies of all such permits that Tenant possesses reports and filings for the past three years made or has obtained together with a certificate certifying that such permits are all of filed pursuant to the permits that Tenant possesses Cable Act or has obtained FCC rules or regulations with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisionsSystem, including, without limitation, posting bond(sFCC Forms 159 (Remittance Advice), 159C, 320, 325, 328, 329, 393, 395A, 854, 1200, 1205, 1210, 1215, 1220, 1225, 1230 and 1240, copies of Seller's material correspondence with any Governmental Authority relating to rate regulation generally or specific rates charged to subscribers of the System including, without limitation, copies of any complaints filed with the FCC with respect to Seller's rates charged to such subscribers (to the extent available to Seller) or giving and any other securitydocumentation supporting an exemption from the rate regulation provisions of the Cable Act. As of the date of the Agreement, reasonably acceptable Schedule 3.13 contains a list of all Franchise areas that are certified to Landlord regulate rates pursuant to protect Landlordthe laws and regulations of the FCC and a list of all Franchises areas in which a complaint regarding cable programming services has been filed with the FCC and received by Seller. A request for renewal has been timely filed under Section 626(a) of the Cable Act with the proper Governmental Authority with respect to each franchise of the System expiring within 36 months of the date of this Agreement.
3.13.3 Seller has conducted all system and microwave performance tests and all Cumulative Leakage Index ("CLI") related tests applicable to the System. Seller has (i) maintained appropriate log books and other record keeping which accurately and completely reflect in all material respects all results required to be shown thereon; (ii) to the extent required by the rules and regulations of the FCC, corrected any radiation leakage of the Building and the Property from any liability, costs, damages or expenses arising System required to be corrected in connection with such violation Seller's monitoring obligations under the rules and failure to cure, regulations of the FCC; and (iii) Tenant shall agree to indemnify, defend (otherwise complied in all material respects with counsel reasonably acceptable to Landlord) all applicable CLI rules and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising regulations in connection with such condition and/or violationthe operation of the System.
3.13.4 Seller is in compliance with the Copyright Act and the rules and regulations of the Copyright Office with respect to the operation of the System, (iv) Tenant shall promptly cure except as to potential copyright liability arising from the performance, exhibition or carriage of any violation music on the System as to which the Seller makes no representation. Seller is entitled to hold and does hold the compulsory copyright license described in Section 111 of the event that it exhausts Copyright Act for all available appeals without successtelevision and radio broadcast stations which are carried by the System, which compulsory copyright license is in full force and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall effect and has not result been revoked, canceled, encumbered or adversely affected in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant manner.
3.13.5 The System is being operated in compliance with the Rules and Regulations of the Building or the Property, or any other person or entityFederal Aviation Administration ("FAA"). Landlord shall be responsible for the compliance All existing towers of the structural elements, roof System are obstruction marked and building systems to lighted in accordance with the Utility Switching Points Rules and Regulations of the Building, FAA and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyFCC or are exempt from such requirements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom Capital Corp)
Compliance with Legal Requirements. Tenant shall not cause or permit the PremisesTenant, or cause (or permit Tenant Parties at Tenant’s cost and expense, agrees to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to Tenant’s use, operation, or occupancy of the Premises or any Alterations made by or on behalf of Tenant, and Propertyto provide Landlord with a copy of any notice alleging violation of any such Legal Requirement given to Tenant by any governmental authority or third party; except that Tenant may defer compliance so long as the validity of any such Legal Requirement shall be contested by Tenant in good faith and by appropriate legal proceedings, if such contest would not subject Landlord to any possible civil or criminal penalties and such contest would not place Landlord in default under any Mortgage applicable to the Premises, and if Tenant first gives Landlord appropriate assurance in Landlord’s reasonable judgment against any damage, loss, cost or expense on account thereof. Tenant shall obtain If any present or future Legal Requirement requires any licenses or permits for Tenant’s particular use, operation, and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirementsoccupancy of the Premises, including without limitation any required licenses or permits for the Occupational Safety storage of inflammables and/or the presence of storage trailers and/or movable containers at the Premises, Tenant will obtain and Health Actmaintain such licenses and permits at Tenant’s own expense, and, upon Landlord’s request, will promptly provide copies to Landlord of all such licenses and permits. If any Legal Requirement requires any Alterations to the Premises for Tenant’s particular use or operation of the Premises that would not generally be required for the Permitted Uses, Tenant shall make all such Alterations at its sole cost and expense and in compliance with the terms hereof. If any Legal Requirement requires any Alterations to the Premises that would generally be required for the Permitted Uses, such Alterations shall be the responsibility of Landlord to perform (with the costs thereof being included as Landlord’s Operating Costs and passed through to the Tenant to the extent provided for in Section 3.4). Notwithstanding anything to the contrary anywhere in this Lease, and except for any Repair Items, Tenant shall not be obligated to undertake any Alterations, or to pay the amortized portion of the costs thereof as part of Landlord’s Operating Costs to the extent provided for in Section 3.4, that are required or alleged to be required due to the violation of a Legal Requirement in effect and applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Premises prior to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements or as of the Commencement Date. Date in the absence of an order or citation requiring said Alterations issued by a governmental official or judicial body having jurisdiction to require such Alterations; provided that Tenant shall maintain in full force and effect all certifications may defer compliance with said order or permissions required for Tenant’s operations at citation so long as the Premises. Tenant validity of any such order or citation shall be solely responsible for procuring contested by Tenant in good faith and complying at all times with by appropriate legal proceedings, if such contest would not subject Landlord to any possible civil or criminal penalties and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of such contest would not place Landlord in default under any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect Mortgage applicable to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) if Tenant shall certify to first gives Landlord appropriate assurance in Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in judgment against any actual damage, loss, cost or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyexpense on account thereof.
Appears in 2 contracts
Samples: Lease Agreement (Mercury Computer Systems Inc), Lease Agreement (Mercury Computer Systems Inc)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all Legal Requirements applicable and Insurance Requirements, foreseen or unforeseen, ordinary as well as extraordinary, structural or non-structural, with respect to the Demised Premises and Propertythe Common Elements. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary have the right to comply contest the validity of any Legal Requirement or the application thereof in accordance with all Legal Requirementsthis Section 7.4. During such contest, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of such contested Legal Requirement may be deferred by Tenant upon condition that before instituting any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlordsuch proceedings, Tenant shall furnish to Landlord security reasonably satisfactory to Landlord (it being agreed that an acceptable guaranty of an Acceptable Guarantor shall be security reasonably satisfactory to Landlord under this Section 7.4), securing compliance with copies the contested Legal Requirement and payment of all interest, penalties, fines, fees and expenses in connection therewith. Any such permits that proceeding instituted by Tenant possesses or has obtained together with a certificate certifying that such permits are all shall be commenced as soon as is reasonably possible after the issuance of any notification by the permits that Tenant possesses or has obtained applicable governmental authority with respect to the Premisesrequired compliance with such Legal Requirement and shall be prosecuted to final adjudication with reasonable diligence. Tenant shall promptly give notice hereby agrees to indemnify Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liabilityClaims arising out of such proceeding. Notwithstanding the foregoing, costs, damages, or expenses arising in connection Tenant promptly shall comply with any such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, Legal Requirement and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure compliance shall not result in be deferred if at any actual time there is a condition imminently hazardous to human life or threatened bodily injury or property damage to Landlordhealth, any tenant or occupant of the Building or the Property, or any other person part thereof, shall be in danger of being forfeited or entity. lost, or if Landlord shall be responsible for in danger of being subject to criminal and/or civil liability or penalty (other than a fine which Tenant agrees to pay or in regard to which Tenant provides to Landlord an indemnity of Landlord by an Acceptable Guarantor) by reason of noncompliance therewith. The Obligations of Tenant to indemnify Landlord under this Section 7.4 shall survive the compliance expiration or earlier termination of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallythis Lease.
Appears in 2 contracts
Samples: Sublease Agreement (New York Times Co), Sublease Agreement (New York Times Co)
Compliance with Legal Requirements. (a) Tenant shall not cause or permit the Premises, or cause (the Premises or permit Tenant Parties to cause) the portions of the Property other than or the PremisesBuilding, to be used in any way that violates any applicable law, code, ordinance, restrictive covenant, encumbrancecovenant or other encumbrance of record, governmental regulation, order, permit, approval, Project Document, approval or any provision of this Lease other governmental consent (each a “Legal Requirement”), and collectively or that unreasonably interferes with the “Legal Requirements”)use of other portions (i.e., other than the Premises) of the Property by other tenants of the Property, or constitutes a nuisance or waste. Tenant shall, at its sole cost and shall comply expense, be responsible for material compliance with all Legal Requirements applicable to the Premises (or to the Property by reason of Tenant’s use and Propertyoccupancy of the Premises) or to Tenant’s use thereof. Tenant The foregoing notwithstanding, Landlord, and not Tenant, shall obtain be responsible for making all improvements and pay for all permits and shall promptly take all actions necessary alterations to the common areas of the Building which are required to cause the same to comply with all present and future Legal RequirementsRequirements (the cost of which shall be included in Operating Expenses pursuant to Section 7.01(b). Furthermore, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord Tenant shall not be responsible for any violation of a Legal Requirement or Environmental Law (i) that occurred prior to the compliance of Delivery Date, (ii) that occurred in connection with the Base Building Work and or (iii) to the Finish Work with all Legal Requirements as extent that such violation was caused by the negligence or willful misconduct of the Commencement Date. Landlord or Landlord’s agents, employees, contractors or invitees.
(b) Tenant shall maintain be responsible, at its sole cost and expense, for procuring and maintaining in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring effect, and complying at all times with with, any and all necessary permits, certifications, permissions and the like and complying with all any reporting requirements directly relating or incident to: to the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days Business Days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of LandlordLandlord or prospective purchaser of the Property, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are Tenant is in material compliance with all Legal Requirements and Environmental Laws applicable to its use and occupancy of the permits that Premises, or, if applicable, identifying any violations of which Tenant possesses or has obtained with respect is aware and which are Tenant’s obligation to cure under the Premisesterms hereof, and setting forth the steps which Tenant is taking to cure such violations. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to resulting from Tenant’s use or occupancy of, or any condition within, the above Premises (including building code violations, fire safety code violations, wastewater management violations, OSHA violations, or violations of Legal Requirements (including Environmental Laws)) received from any federal, state, or municipal agency or by any court of law and within ten (10) Business Days after Tenant’s receipt of such notice and, to the extent that the cure of such violation is Tenant’s obligation hereunder, shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation violation, or apply for a variance or permission to allow such use by appellate or other proceedings permitted under applicable lawLegal Requirements, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisionsprovisions reasonably acceptable to Landlord, including, without limitation, including posting bond(s) or giving other security, security reasonably acceptable to Landlord Landlord, to protect LandlordLandlord and its mortgagees, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and its mortgagees harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, except to the extent to which such condition was caused by the negligence or willful misconduct of Landlord or Landlord’s employees, agents, contractors or invitees, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s and its mortgagees’ reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, Property or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas (vi) this Lease is in full force and effect and no Event of the Building Default has occurred and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallythen continuing.
Appears in 2 contracts
Samples: Lease (C4 Therapeutics, Inc.), Lease (C4 Therapeutics, Inc.)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant date hereof, no notes or notices of violations of any Legal Requirements have been entered or received by Borrower and to its best knowledge there is no basis for the entering of such notes or notices.
(b) Borrower shall maintain have the right to contest by appropriate legal proceedings diligently conducted in full force good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and effect to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) prior to and during such contest, Borrower shall furnish to Lender security reasonably satisfactory to Lender, in its discretion, against loss or injury by reason of such contest or non-compliance with such Legal Requirement, (iii) no Event of Default shall exist during such proceedings and such contest shall not otherwise violate any of the provisions of any of the Loan Documents, (iv) such contest shall not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any lien or encumbrance the enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) such contest shall not affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Borrower; (vii) Borrower shall give Lender prompt notice of the commencement of such proceedings and, upon request by Lender, notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) - (vi) of this Section 14.01(b); and (viii) upon a final determination of such proceeding, Borrower shall take all certifications or permissions required for Tenant’s operations at the Premises. Tenant steps necessary to comply with any requirements arising therefrom.
(c) Borrower shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying comply with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained applicable Legal Requirements with respect to the Premises. Tenant shall promptly give notice to Landlord construction, use and maintenance of any written orders, warnings or violations relative vaults adjacent to the above received from Property. If by reason of the failure to pay taxes, assessments, charges, permit fees, franchise taxes or levies of any federal, state, kind or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlordnature, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant continued use of the Building vaults adjacent to Property or any part thereof is discontinued, Borrower nevertheless shall, with respect to any vaults which may be necessary for the continued use of the Property, or take such steps (including the making of any other person or entity. Landlord shall be responsible for payment) to ensure the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular continued use of the Premises, as opposed to the Permitted Uses generallyvaults or replacements.
Appears in 2 contracts
Samples: Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.), Agreement of Consolidation and Modification of Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than or the Premises, Building to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentvariance, covenants or restrictions of record or any provision of this the Lease (each a “Legal Requirement”), and collectively annoys or interferes with the “Legal Requirements”)rights of tenants of the Building, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain obtain, maintain and pay for all permits and approvals and shall promptly take all actions necessary to comply with all Legal Requirements, including including, without limitation limitation, the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding , the foregoing two sentences to Property or the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement DateBuilding. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions permits and the like and complying with all reporting requirements approvals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wastewaste or animals or laboratory specimens. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury injury, property damage, or property damage any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance hereby represents and warrants that, as of the structural elementsdate of this Lease, roof and building systems to the Utility Switching Points best of Landlord’s knowledge, the Building, and the common areas of the Building and the Property, Premises comply with all applicable Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyRequirements.
Appears in 2 contracts
Samples: Lease Agreement (Xenetic Biosciences, Inc.), Lease Agreement (Xenetic Biosciences, Inc.)
Compliance with Legal Requirements. Borrower shall cause each Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable the terms and provisions of its respective Lease with respect to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary other Legal Requirements required for the operation of the Property; provided, that to the extent any Tenant fails to comply with the terms and provisions of its respective Lease relating to all permits and all other Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible Requirements required for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct operation of its activities on respective Property, then Borrower shall fully enforce its rights and remedies under the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained Lease with respect to the Premisessuch failure to comply. Tenant Borrower shall promptly give notify Agent in writing within five (5) Business Days after Borrower first receives notice to Landlord of any such noncompliance. Without the prior written ordersconsent of Agent, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant Borrower shall not be deemed seek, make or consent to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation change in the event thatlot or parcel boundaries, in lieu zoning, conditions of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Propertyuse, or any other person or entity. Landlord shall be responsible for the compliance Laws which would constitute a violation of the structural elementswarranties and representations herein contained, roof and building systems to or would change the Utility Switching Points nature of the Buildingintended use or occupancy of a Property. Borrower shall, within the earlier of five (5) Business Days after receipt by Borrower or its agent or representative, deliver to Agent copies of any and the common areas of the Building and the Propertyall approvals, with all permits required pursuant to applicable Legal Requirements except with respect to any Property or any other improvements thereon, or the extent compliance is required due occupancy, use and enjoyment thereof. Borrower shall not initiate or consent to Tenant’s particular any zoning reclassification of any portion of any Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Property in any manner that could result in such use becoming a nonconforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the Premises, as opposed to the Permitted Uses generallyprior consent of Agent.
Appears in 2 contracts
Samples: Loan Agreement (Red Lion Hotels CORP), Loan Agreement (Red Lion Hotels CORP)
Compliance with Legal Requirements. Tenant Manager shall not cause or permit the Premisesexecute and file when due all forms, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”reports, and collectively returns required by law relating to the “Legal Requirements”)employment of its personnel. Manager shall promptly, and in no event later than 72 hours from the time of receipt, notify Owner in writing of all notices of violation or constitutes a nuisance other notices relating the Project from any governmental authority, board of fire underwriters or wasteinsurance company, and shall comply make such recommendations regarding compliance with all Legal Requirements applicable to the Premises and Propertysuch notice as shall be appropriate. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord Manager shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation notifying Owner in the event thatit receives notice that any improvement on the Project or any equipment therein does not comply with the requirements of any statute, in lieu ordinance, law or regulation of any governmental body or of any public authority or official thereof having or claiming to have jurisdiction thereover. Manager shall promptly forward to Owner any complaints, warnings, notices or summonses received by it relating to such cure, Tenant shall contest matters. Owner represents that to the validity best of its knowledge each of the Project and any equipment thereon will upon acquisition by Owner comply with all such violation requirements. Owner authorizes Manager to disclose the ownership of each Project by appellate or other proceedings permitted under applicable law, provided that: (i) Owner to any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree officials. Owner agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) protect, defend, save and hold Landlord harmless Manager and the other Manager Indemnified Parties from and against any and all liabilityLosses that may be imposed on them or any or all of them by reason of the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, costsordinances, damagesstatutes, or expenses arising regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice. Owner acknowledges that Manager does not hold itself out to be an expert or consultant with respect to, or represent that, the Project currently complies with applicable ordinances, regulations, rules, statutes, or laws of governmental entities having jurisdiction over the Project or the requirements of the board of fire underwriters or other similar bodies (collectively, “Governmental Requirements”). Manager shall take such action as may be reasonably necessary to comply with any Governmental Requirements applicable to Manager, including the collection and payment of all sales and other taxes (other than income taxes) which may be assessed or charged by any governmental entities in the state in which the Project is located in connection with Manager’s Compensation (set forth in Article III below). If Manager discovers the Project does not comply with any Governmental Requirements, Manager shall take such condition and/or violationaction as may be reasonably necessary to bring the Project into compliance with such Governmental Requirements, (iv) Tenant shall promptly cure any violation subject to the limitation contained in Section 2.5 of this Agreement regarding the event that it exhausts all available appeals without successmaking of alterations and repairs. Manager, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure however, shall not result in take any actual such action as long as Owner is contesting or threatened bodily injury has affirmed its intention to contest and promptly institute proceedings contesting any such order or property damage requirement. If, however, failure to Landlordcomply promptly with any such order or requirement would or might expose Manager to civil or criminal liability, Manager shall have the right, but not the obligation, to cause the same to be complied with and Owner agrees to indemnify and hold harmless Manager and the other Manager Indemnified Parties from and against any tenant and all Losses that may be imposed on them or occupant any or all for taking such actions and to promptly reimburse Manager for expenses incurred thereby. The Manager also shall not be liable for any effort or judgment or for any mistake of the Building or the Propertyfact of law, or any other person for anything which it may do or entity. Landlord shall be responsible for the compliance refrain from doing hereinafter, except in cases of the structural elementsmisconduct and/or negligence of Manager, roof and building systems to the Utility Switching Points of the Buildingits agents, and the common areas of the Building and the Propertyservants, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyor employees.
Appears in 2 contracts
Samples: Property Management Agreement (Behringer Harvard Multifamily Reit I Inc), Property Management Agreement (Behringer Harvard Multifamily Reit I Inc)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property to the best of Borrower’s knowledge is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 2 contracts
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Lightstone Value Plus Real Estate Investment Trust, Inc.), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 2 contracts
Samples: Open End Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than or the Premises, Building to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentvariance, covenants or restrictions of record or any provision of this the Lease (each a “Legal Requirement”), and collectively annoys or interferes with the “Legal Requirements”)rights of tenants of the Building, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain obtain, maintain and pay for all permits and approvals and shall promptly take all actions necessary to comply with all Legal Requirements, including including, without limitation limitation, the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding , the foregoing two sentences to Property or the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement DateBuilding. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions permits and the like and complying with all reporting requirements approvals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wastewaste or animals or laboratory specimens. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise reasonably requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury injury, property damage, or property damage any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord Tenant shall be responsible for the compliance of the have no obligation under this Lease to make structural elements, roof and building systems or capital improvements to the Utility Switching Points of the BuildingPremises, and the common areas of the Building and or the Property, Property to comply with all Legal Requirements except to the extent compliance is unless said improvements are required due to because of Tenant’s particular manner of use of the PremisesPremises or Tenant Work. Landlord represents and warrants that as of the Term Commencement Date it has not received any written notices that the Premises are in violation of applicable law including, as opposed to without limitation, the Permitted Uses generallyAmericans with Disabilities Act.
Appears in 2 contracts
Samples: Lease Agreement (Keros Therapeutics, Inc.), Lease Agreement (Keros Therapeutics, Inc.)
Compliance with Legal Requirements. Tenant Manager shall not cause or permit the Premisesexecute and file when due all forms, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”reports, and collectively returns required by law relating to the “Legal Requirements”)employment of its personnel. Manager shall promptly, and in no event later than 72 hours from the time of receipt, notify Owner in writing of all notices of violation or constitutes a nuisance other notices relating the Project from any governmental authority, board of fire underwriters or wasteinsurance company, and shall comply make such recommendations regarding compliance with all Legal Requirements applicable to the Premises and Propertysuch notice as shall be appropriate. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord Manager shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation notifying Owner in the event thatit receives notice that any improvement on the Project or any equipment therein does not comply with the requirements of any statute, in lieu ordinance, law or regulation of any governmental body or of any public authority or official thereof having or claiming to have jurisdiction thereover. Manager shall promptly forward to Owner any complaints, warnings, notices or summonses received by it relating to such cure, Tenant shall contest matters. Owner represents that to the validity best of its knowledge each of the Project and any equipment thereon will upon acquisition by Owner comply with all such violation requirements. Owner authorizes Manager to disclose the ownership of each Project by appellate or other proceedings permitted under applicable law, provided that: (i) Owner to any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree officials. Owner agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) protect, defend, save and hold Landlord harmless Manager and the other Manager Indemnified Parties from and against any and all liabilityLosses that may be imposed on them or any or all of them by reason of the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, costsordinances, damagesstatutes, or expenses arising regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice. Owner acknowledges that Manager does not hold itself out to be an expert or consultant with respect to, or represent that, the Project currently complies with Governmental Requirements. Manager shall take such action as may be reasonably necessary to comply with any Governmental Requirements applicable to Manager, including the collection and payment of all sales and other taxes (other than income taxes) which may be assessed or charged by any governmental entities in the state in which the Project is located in connection with Manager’s compensation (set forth in Article IV below). If Manager discovers the Project does not comply with any Governmental Requirements, Manager shall take such condition and/or violationaction as may be reasonably necessary to bring the Project into compliance with such Governmental Requirements, (iv) Tenant shall promptly cure any violation subject to the limitation contained in Section 3.5 of this Agreement regarding the event that it exhausts all available appeals without successmaking of alterations and repairs. Manager, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure however, shall not result in take any actual such action as long as Owner is contesting or threatened bodily injury has affirmed its intention to contest and promptly institute proceedings contesting any such order or property damage requirement. If, however, failure to Landlordcomply promptly with any such order or requirement would or might expose Manager to civil or criminal liability, Manager shall have the right, but not the obligation, to cause the same to be complied with and Owner agrees to indemnify and hold harmless Manager and the other Manager Indemnified Parties from and against any tenant and all Losses that may be imposed on them or occupant any or all for taking such actions and to promptly reimburse Manager for expenses incurred thereby. The Manager also shall not be liable for any effort or judgment or for any mistake of the Building or the Propertyfact of law, or any other person for anything which it may do or entity. Landlord shall be responsible for the compliance refrain from doing hereinafter, except in cases of the structural elementsmisconduct and/or negligence of Manager, roof and building systems to the Utility Switching Points of the Buildingits agents, and the common areas of the Building and the Propertyservants, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyor employees.
Appears in 2 contracts
Samples: Property Management Agreement (Behringer Harvard Multifamily Reit I Inc), Property Management Agreement (Behringer Harvard Multifamily Reit I Inc)
Compliance with Legal Requirements. Tenant (a) Except as otherwise provided in this Lease, Tenant, throughout the Initial Term and Extension Terms, if any, and at no expense whatsoever to Landlord, shall not cause or permit the Premises, comply promptly or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply prompt compliance with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten laws (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(sEnvironmental Law) and ordinances and the orders, rules, regulations and requirements of duly constituted public authorities, foreseen or giving other securityunforeseen, reasonably acceptable ordinary as well as extraordinary, and whether or not the same shall presently be within the contemplation of the parties hereto or shall involve any change of governmental policy and irrespective of the cost thereof, which may be applicable to Landlord to protect Landlordthe Premises or Improvements, or the construction, repair or alteration thereof including, without limitation, the Building fixtures and equipment thereof or the Property from use or manner of use of the Premises or Improvements. Tenant further agrees that it will, at its own cost and expense, fully and faithfully perform and observe all requirements and conditions of all contracts (including insurance policies), agreements and covenants applicable to the Premises or the ownership, occupancy or use thereof which are in existence and known to Tenant on the date hereof or which are hereafter entered into by Tenant or by Landlord with the consent of Tenant, including but not limited to, all requirements and conditions set forth in instruments recorded as of the Effective Date of this Lease and in any liabilityinstrument recorded thereafter with the consent of Tenant.
(b) Tenant represents, costswarrants and covenants that Tenant’s (or any assignee’s or subtenant’s) use of the Premises will not result in or involve the use, damages generation, manufacture, refining, transportation, treatment, storage, handling or expenses arising disposal of any Regulated Substances except in connection compliance with such violation applicable Laws and failure as necessary for the Permitted Use.
(c) In addition to cure, Landlord’s direct right to claim against Tenant for its breach of the provisions of the immediately preceding subparagraph (iiib) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) indemnify and hold Landlord harmless from Landlord, its members, directors, officers, partners and any of its employees, against all cost incurred (including, without limitation, amounts paid pursuant to penalties, fines, orders, judgments or settlements and as attorney’s fees), arising out of any and all liabilityclaim made by Federal, costsState or local agencies or departments or private litigants or third parties with respect to violations or alleged violations by Tenant or any of its agents, damagesemployees, contractors or invitees, or expenses arising in connection with such condition and/or violationanyone holding the Premises or the Improvements or any part thereof through or under Tenant, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance provisions of the structural elements, roof and building systems to the Utility Switching Points immediately preceding subparagraph (b). This obligation shall survive termination of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallythis Lease.
Appears in 2 contracts
Samples: Ground Lease (Bloom Energy Corp), Ground Lease (Bloom Energy Corp)
Compliance with Legal Requirements. Tenant shall not cause or (by any Tenant Party) permit the Premises, Premises or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, any Appurtenant Exterior Areas to be used in any way that violates any law, codeapplicable laws, ordinance, orders, codes, rules, regulations, permits and approvals of any court, governmental entity, or governmental agency of competent jurisdiction or any restrictive covenant, encumbrance, governmental regulationor other Project Document applicable to the Premises, order, permit, approval, Project Documentthe Building, or any provision of this Lease the Appurtenant Exterior Areas (each a “Legal Requirement”, ” and collectively the “Legal Requirements”)) or any provision of this Lease, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Tenant’s use of the Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal RequirementsRequirements applicable to Tenant’s use of the Premises, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements that are applicable to the Base Building Work as of the Commencement Date. , in each case in accordance with and subject to the terms of Exhibit B. Tenant shall maintain in full force and effect all certifications certificates of occupancy, governmental permits, certifications, or permissions approvals required for Tenant’s operations at the PremisesPremises (collectively, the “Operating Permits”). Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions Operating Permits and the like and shall provide Landlord with a copy of all Operating Permits promptly upon issuance. Tenant shall also be solely responsible for complying with all reporting requirements directly relating or incident to: to the conduct of its activities on the Premises; its scientific experimentation; , including without limitation (if applicable) with respect to the transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wasteHazardous Substances (if any) in connection with Tenant’s operations at the Property. Within ten (10) business days of after a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any purchaser, investor, or mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits Operating Permits that Tenant possesses or has obtained together with a certificate certifying that such permits Operating Permits are all of the permits Operating Permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: that (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such alleged violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such alleged condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the PropertyProject, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Compliance with Legal Requirements. Tenant Subject only to Borrower’s right to contest certain matters in accordance with Section 9.1 below, Borrower shall not cause or permit the Premisespromptly and faithfully comply with, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”conform to, and collectively the “Legal Requirements”)obey, or constitutes a nuisance or wastein all material respects, and shall comply with all Legal Requirements applicable to Borrower and/or the Premises and Property. Tenant shall obtain and pay for all permits Security Property and shall promptly take at all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain times keep in full force and effect such Licenses and Permits as may be necessary to own, manage, operate, maintain, construct, repair and replace the Security Property and to comply in all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, material respects with all Legal Requirements except relating to the extent compliance is required due to Tenant’s particular use Security Property and the ownership, leasing, management, maintenance, operation and occupancy of the PremisesSecurity Property, as opposed such Legal Requirements may exist from time to time. Borrower shall promptly implement any ADA Compliance Plan in accordance with all of the terms and conditions thereof. Without Lender’s prior written consent, Borrower shall not (a) cancel, transfer or assign the Licenses and Permits unless no longer necessary or replaced with comparable Licenses or Permits, (b) materially amend or modify any Licenses and Permits, (c) consent to the Permitted Uses generallycancellation, termination, transfer, amendment, or assignment of any material License and Permit by any other party to such material License and Permit unless no longer necessary or replaced with comparable Licenses or Permits, or (d) grant or withhold Borrower’s approval with respect to any material item, action or undertaking under any License or Permit. Borrower shall, immediately upon becoming aware thereof, notify Lender in writing of any event which could reasonably be expected to cause the rescission, termination or withdrawal of any of the material Licenses and Permits. Borrower shall not, directly or indirectly, cause or permit to exist any condition which would result in (i) the 14961843v.6 termination or cancellation of any material License and Permit or (ii) the reduction or modification of the material benefits or entitlements under, any License and Permit, unless no longer necessary or replaced with comparable Licenses or Permits.
Appears in 1 contract
Samples: Loan Agreement (Hines Real Estate Investment Trust Inc)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or, to the extent arising from the acts or cause (or permit Tenant Parties to cause) the portions omissions of Tenant, the Property other than or the Premises, Building to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentvariance, covenants or restrictions of record or any provision of this the Lease (each a “Legal Requirement”), and collectively annoys or interferes with the “Legal Requirements”)rights of tenants of the Building, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain obtain, maintain and pay for all permits and approvals and shall promptly take all actions necessary to comply with all Legal Requirements, including including, without limitation limitation, the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding , the foregoing two sentences to Property or the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement DateBuilding. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions permits and the like and complying with all reporting requirements approvals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wastewaste or animals or laboratory specimens. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any written orders, warnings or violations involving the Premises (or Tenant’s use or occupancy thereof) relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementswarnings or violations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury injury, property damage, or property damage any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant date hereof, no notes or notices of violations of any Legal Requirements have been entered or received by Borrower and to its best knowledge there is no basis for the entering of such notes or notices.
(b) Borrower shall maintain have the right to contest by appropriate legal proceedings diligently conducted in full force good faith, without cost or expense to Lender or Trustee, the validity or application of any Legal Requirement and effect to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender or Trustee to any civil or criminal liability, (ii) prior to and during such contest, Borrower shall furnish to Lender security reasonably satisfactory to Lender, in its discretion, against loss or injury by reason of such contest or non-compliance with such Legal Requirement, (iii) no Event of Default shall exist during such proceedings and such contest shall not otherwise violate any of the provisions of any of the Loan Documents, (iv) such contest shall not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any lien or encumbrance the enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) such contest shall not affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Borrower; (vii) Borrower shall give Lender prompt notice of the commencement of such proceedings and, upon request by Lender, notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) - (vi) of this Section 14.01(b); and (viii) upon a final determination of such proceeding, Borrower shall take all certifications or permissions required for Tenant’s operations at the Premises. Tenant steps necessary to comply with any requirements arising therefrom.
(c) Borrower shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying comply with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained applicable Legal Requirements with respect to the Premises. Tenant shall promptly give notice to Landlord construction, use and maintenance of any written orders, warnings or violations relative vaults adjacent to the above received from Property. If by reason of the failure to pay taxes, assessments, charges, permit fees, franchise taxes or levies of any federal, state, kind or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlordnature, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant continued use of the Building vaults adjacent to Property or any part thereof is discontinued, Borrower nevertheless shall, with respect to any vaults which may be necessary for the continued use of the Property, or take such steps (including the making of any other person or entity. Landlord shall be responsible for payment) to ensure the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular continued use of the Premises, as opposed to the Permitted Uses generallyvaults or replacements.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to causea) the portions of the Property other than the Premises, to be As used in this lease, "Legal Requirements" shall mean any way that violates any applicable law, codestatute, ordinance, restrictive covenantorder, encumbrancerule, governmental regulation, order, permit, approval, Project Document, decree or any provision requirement of this Lease (each a “Legal Requirement”Governmental Authority, and collectively "Governmental Authority" shall mean the “Legal Requirements”United States, the state, county, city and political subdivisions in which the Project is located or which exercises jurisdiction over the Project, and any agency, department, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Project. Tenant shall comply with (and shall indemnify Landlord for Tenant's failure to comply with), or constitutes a nuisance or waste, and shall use all reasonable efforts to cause its employees, contractors and agents to comply with, and shall use diligent efforts to cause its customers, visitors and invitees to comply with, all Legal Requirements relating to the use, condition or occupancy of the Premises (including, without limitation, the Americans with Disabilities Act ("ADA"), all Legal Requirements applicable to Tenant's business and operations in the Premises and Propertyall orders and requirements imposed by any Health Officer, Fire Xxxxxxxx, Building Inspector or other Governmental Authority). Notwithstanding the foregoing, Landlord shall be obligated to deliver the Base Building Condition (as described in Exhibit C) to Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply in --------- compliance with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance obligated, at Landlord's sole expense, to remedy any violations of Legal Requirements in the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, Condition including, without limitation, posting bond(s) or giving other securitythe ADA, reasonably acceptable that exist at the time the Premises are delivered to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant. Tenant shall agree be obligated to indemnifyconstruct its initial leasehold improvements in accordance with all applicable laws, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liabilityincluding ADA, costsAfter the Commencement Date, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure only be required to make interior, non-structural alterations or improvements to the Premises to comply with Legal Requirements. If any violation such alterations or improvements are structural in the event that it exhausts all available appeals without successnature or affect Building systems, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for obligated to comply with such Legal Requirements, at Landlord's expense, subject to Landlord's right to include the compliance of the structural elements, roof cost thereof in Operating Expenses if and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use permitted by the terms of the Premises, as opposed to the Permitted Uses generallythis lease.
Appears in 1 contract
Compliance with Legal Requirements. Tenant shall not cause or permit 7.1 Tenant, at Tenant’s expense (except to the Premises, or cause (or permit Tenant Parties to cause) the portions extent of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”Landlord’s reimbursement obligations under Section 6.4), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable with respect to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Office Complex including, without limitation, Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable Requirements relating to Tenant’s use and occupancy of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on business or operations therein, the Premises; its scientific experimentation; transportationStructural Elements, storagethe Common Areas and any Building Systems, handlingwhether or not such compliance requires work which is structural or non-structural, use ordinary or extraordinary, foreseen or unforeseen. Each of Tenant and disposal Landlord shall give prompt notice to the other of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days notice it receives of a request by Landlord, which request shall be made not more than once during each period any violation of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained Legal Requirements with respect to the PremisesOffice Complex or the use or occupation thereof. Tenant shall promptly give notice pay all reasonable out-of-pocket costs and expenses actually incurred by, and all the fines, penalties and damages which may be imposed upon, Landlord by reason of or arising out of Tenant’s failure to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law fully and shall promptly comply with and cure observe the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default provisions of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event thatthis Section 7.1.
7.2 Tenant, in lieu of such cureat Tenant’s expense, Tenant shall contest the validity of such violation may contest, by appellate or other appropriate proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably prosecuted diligently and in good faith, the validity or applicability to the Office Complex of any Legal Requirement, provided that:
(iia) Landlord shall not be subject to a bona fide threat of criminal penalty or to prosecution for a crime, or any other fine or charge (unless Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising agrees in connection with such violation and failure to cure, (iii) Tenant shall agree writing to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liabilitysuch non-criminal fine or charge), costs, damagesnor shall the Office Complex, or expenses arising in connection any part thereof, be subject to a bona fide threat of being condemned or vacated by reason of such contest;
(b) Tenant shall keep Landlord reasonably advised as to the status of such proceedings; and
(c) such proceedings shall operate during the pendency thereof to stay (i) enforcement of the Legal Requirement so contested, (ii) the sale, forfeiture or loss of the Office Complex and any portion thereof caused by Tenant’s failure to comply with such condition and/or violationLegal Requirement, (iii) any interference with the use or occupancy of the Office Complex in accordance with the terms of this Lease, or (iv) Tenant shall promptly cure any violation the cancellation or increase in the event rate of any insurance policy or a statement by the carrier that it exhausts all available appeals without successcoverage will be denied.
7.3 Landlord represents and warrants to Tenant that, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant knowledge as of the Building or Effective Date, the PropertyPremises are not in violation of any Legal Requirements. In the event the foregoing representation and warranty is not true and correct as of the Effective Date, or any other person or entity. Landlord shall, at Landlord’s sole cost and expense, take such action and perform such work as may be required to make such representation and warranty true and correct, and same shall be responsible deemed to be Punch List Work for the compliance purposes of this Lease. If, after the Effective Date and prior to the Commencement Date, Xxxxxx Xxx or Landlord takes any action that causes any portion of the structural elements, roof and building systems Premises to the Utility Switching Points be in violation of the Building, and the common areas of the Building and the Property, with all any Legal Requirements except and Landlord receives written notice of such violation, Landlord shall, at Landlord’s sole cost and expense, take such action and perform such work as may be required to cure such violation and such work shall be deemed to be Punch List Work for the extent compliance is required due to Tenant’s particular use purposes of the Premises, as opposed to the Permitted Uses generallythis Lease.
Appears in 1 contract
Samples: Deed of Lease (Verisign Inc/Ca)
Compliance with Legal Requirements. (a) Tenant acknowledges that it is in possession of the Property and that as of the Commencement Date Tenant is responsible for ensuring that the Property and the uses and activities on the Property comply with all certificates, permits and approvals required by applicable laws, statutes, ordinances, orders, codes, rules and regulations of all federal, state, county, and local departments and agencies now in effect (collectively, the "Legal Requirements") as well as the terms of any restrictions which bind the Property and which are recorded on or before the Commencement Date. Tenant further agrees that it shall not cause or permit maintain all licenses required for its business operations at the PremisesProperty and shall be responsible for ensuring that all Tenant Alterations and Tenant Improvements comply with all applicable Legal Requirements. Tenant's obligations under this Paragraph 5(a) shall include being responsible for ensuring that the Property complies with all future changes in Legal Requirements; provided, or cause (or permit Tenant Parties however, if a future change in Legal Requirements requires a structural change to cause) the any portions of the Buildings and such structural change is not due to the unique or specific nature of Tenant's use and occupancy of the Property other than (e.g., if the Premises, future change in Legal Requirements is generally applied to be used the Technology Park as a whole as opposed to a change in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, Legal Requirements specific to Tenant's unique or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”specific business), or constitutes a nuisance or waste, and then Landlord shall be solely responsible for the cost of such structural changes.
(b) Landlord shall comply with all Legal Requirements applicable to the Premises Common Areas of the Technology Park, including, without limitation, the roads and Propertyparking areas. Tenant Landlord's obligations under this Paragraph 5(b) shall obtain and pay include being responsible for all permits and shall promptly take all actions necessary to ensuring that the Common Areas of the Technology Park comply with all future changes in Legal Requirements; provided, including without limitation however, if a future change in Legal Requirements requires a change to the Occupational Safety and Health Act, applicable to Tenant’s use Common Areas because of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance unique or specific nature of Tenant's use and occupancy of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Property, then Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu cost of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallychange.
Appears in 1 contract
Samples: Lease Agreement (Paradyne Corp)
Compliance with Legal Requirements. Tenant shall not cause at all times use, keep and maintain the Demised Premises in compliance with all applicable laws, ordinances, statutes, rules, regulations, orders, directions and requirements of all federal, state, county and municipal governments currently in existence or permit hereafter enacted or rendered and of all other governmental agencies or authorities having or claiming jurisdiction over the PremisesDemised Premises or the business activities conducted thereon or therein and of all of their respective departments, bureaus, agencies or cause (officers, and of any insurance underwriting board or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, insurance inspection bureau having or claiming such jurisdiction or any provision of this Lease other body exercising similar functions (each a “Legal Requirement”collectively, and collectively the “Legal Requirements”). In no event shall the imposition or enforcement of the Legal Requirements excuse or relieve Xxxxxx’s obligation to pay Rent. Notwithstanding the generality of and without limiting the foregoing, or constitutes a nuisance or wasteTenant shall, and shall comply at its sole expense, maintain the Demised Premises in full compliance with (i) all Legal Requirements related to or governing accessibility for the disabled or handicapped, including, but not limited to, any applicable provisions of The Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Americans With Disabilities Act, the accessibility code(s), if any, of the States in which the Demised Premises are located, and all regulations and guidelines promulgated under any all of the foregoing, as the same may be amended from time to time (collectively the “Accessibility Laws”), (ii) all Legal Requirements related to or governing the use of energy or natural resources on the Demised Premises, including but not limited to any energy usage or benchmarking reporting requirements, and any water usage, recycling and sustainability requirements, and (iii) all Legal Requirements related to or resulting from climate change prevention, including but not limited to energy efficiency mandates, water conservation mandates, restriction on sales or use of certain fuels, mandates for alternative fuels, permitting obligations, restrictions on or a duty to inventory and report greenhouse gas emissions, requirements to purchase carbon credits, and construction, operational or other measures to mitigate risks of drought, fire, flood, rising sea levels, storm surge risks, or so called “extreme weather” risks. Landlord shall have no obligation to keep and maintain the Demised Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply in compliance with all the Legal Requirements, including without limitation the Occupational Safety Accessibility Laws, and Health ActTenant shall defend and indemnify Landlord for any claims of non-compliance with Legal Requirements made by third parties, applicable to including when such claims are brought in the form of a class action (“Third Party Non-Compliance Claims”), unless such claims are based solely upon actions of Landlord. If a Third-Party Non-Compliance claim is brought in the form of a class action lawsuit then Tenant’s use defense requirements shall be met by payment of a percentage of the Premises. Notwithstanding the foregoing two sentences to the contrary, costs and legal fees incurred by Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallydefending said action.
Appears in 1 contract
Compliance with Legal Requirements. 9.1 Except as otherwise stated herein, Tenant covenants and agrees that during the Term of this Lease and any renewals or extensions thereof, Tenant shall not cause promptly comply with all present and future laws, ordinances, rules and regulations of any federal, state, local or permit other governmental authority having jurisdiction over Tenant, the Demised Premises, or cause (any occupants thereof, now or permit hereafter in force applicable to Tenant Parties or to cause) the portions condition, use or occupancy of the Property other than the Demised Premises, including but not limited to be used in any way that violates any lawthe City of Newark Zoning Verification Letter, codedated December 10, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease 2015 (each a “Legal Requirement”, and collectively the “Legal Requirements”), whether said compliance shall be ordered or constitutes a nuisance directed to or waste, and shall comply with all Legal Requirements applicable to the Premises and Propertyagainst Landlord or Tenant or both. THE OBLIGATION OF THE TENANT SHALL EXCLUDE ALL PRE-EXISTING ENVIRONMENTAL CONDITIONS. TENANT SHALL BE RESPONSIBLE FOR THOSE ENVIRONMENTAL CONDITIONS CREATED BY TENANT’S USE OF AND OPERATION ON THE PROPERTY.
9.2 Tenant shall obtain and pay for all permits and shall promptly take all actions necessary have the right, after prior written notice to comply with all Legal RequirementsLandlord, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord contest by appropriate legal proceedings which shall be responsible for conducted diligently and in good faith in the compliance name of Landlord (if legally required) or Tenant or both (if legally required) and without cost or expense to Landlord, the Base Building Work validity or applicability of any Legal Requirement hereinabove referred to and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force have the right to delay observance thereof and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any compliance therewith until such contest is made reasonably finally determined and in good faithis no longer subject to appeal, (ii) Tenant makes provisions, including, provided that observance and compliance therewith pending the prosecution of such proceeding may be legally delayed without limitation, posting bond(s) or giving other security, reasonably acceptable to subjecting Landlord to protect any criminal liability or fine or inconvenience or fine to Landlord, the Building and the Property from and, in any liabilityevent, costs, damages or expenses arising in connection with such violation and failure Tenant covenants to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) indemnify and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising liability in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyforegoing proceedings.
Appears in 1 contract
Samples: Ground Lease Agreement (EVO Transportation & Energy Services, Inc.)
Compliance with Legal Requirements. (a) As used in this lease, “Legal Requirements” shall mean any applicable law, statute, ordinance, order, rule, regulation, decree or requirement of a Governmental Authority, and “Governmental Authority” shall mean the United States, the state, county, city and political subdivisions in which the Project is located or which exercises jurisdiction over the Project, and any agency, department, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Project. Tenant shall comply with (and shall indemnify Landlord for Tenant’s failure to comply with), and shall use all reasonable efforts to cause its employees, contractors and agents to comply with, and shall use diligent efforts to cause its customers, visitors and invitees to comply with, all Legal Requirements relating to the use, condition or occupancy of the Premises (including, without limitation, the Americans with Disabilities Act (“ADA”), all Legal Requirements applicable to Tenant’s business and operations in the Premises and all orders and requirements imposed by any Health Officer, Fire Xxxxxxxx, Building Inspector or other Governmental Authority). Notwithstanding the foregoing, Landlord shall be obligated to deliver the Base Building Condition (as described in Exhibit C) to Tenant in compliance with all Legal Requirements, and Landlord shall be obligated, at Landlord’s sole expense, to remedy any violations of Legal Requirements in the Base Building Condition including, without limitation, the ADA, that exist at the time the Premises are delivered to Tenant. Tenant shall be obligated to construct its initial leasehold improvements in accordance with all applicable laws, including, without limitation, the ADA. After the Commencement Date, Tenant shall only be required to make interior, non-structural alterations or improvements to the Premises to comply with Legal Requirements. If any such alterations or improvements are structural in nature or affect Building systems, Landlord shall be obligated to comply with such Legal Requirements, at Landlord’s expense, subject to Landlord’s right to include the cost thereof in Operating Expenses if and to the extent permitted by the terms of this lease.
(b) Without limiting the provisions of the foregoing, Tenant shall comply with all applicable Legal Requirements regarding the environment (the “Environmental Laws”), including without limitation the application for and maintenance of all required permits, if any, the submittal of all notices and reports, if any, proper labeling, training and record keeping, and timely and appropriate response to any Release (defined below) or other discharge of a substance under Environmental Laws. In no way limiting the generality of the foregoing, Tenant shall not cause or permit the Premisesuse, generation, storage, Release or cause disposal in or about the Premises or the Project of any substances, materials or wastes subject to regulation under Legal Requirements from time to time in effect concerning hazardous, toxic or radioactive materials (or permit Tenant Parties to cause) the portions of the Property other than the Premisescollectively, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal RequirementsHazardous Materials”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. unless Tenant shall obtain and pay for all permits and have received Landlord’s prior written consent, which consent Landlord may withhold or revoke at any time in its sole discretion; provided, however, nothing herein shall promptly take all actions necessary be deemed to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to prohibit Tenant’s use of cleaning materials and office supplies that may be considered Hazardous Materials in the ordinary course of Tenant’s business if such items are used in strict compliance with all applicable Legal Requirements. Additionally, Tenant shall not permit to be present upon the Premises, or contained in any transformers or other equipment thereon, any PCB’s. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements “PCB” means any oil or other substance containing polychlorinated biphenyl (as of the Commencement Datedefined in 40 CFR 761.3). Tenant shall maintain in full force and effect all certifications not permit any asbestos, or permissions required for Tenant’s operations at any structures, fixtures, equipment or other objects or materials containing asbestos on the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and immediately notify Landlord of the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal presence of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten Reportable Quantity (10defined below) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses Hazardous Material on or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to about the Premises. Tenant As used in this lease, “Reportable Quantity” shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation mean that amount defined in the event thatComprehensive Environmental Response, in lieu Compensation and Liability Act of such cure1980, Tenant shall contest as amended, the validity of such violation by appellate Federal Water Pollution Control Act, as amended, pertinent regulations thereunder or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyrelevant Environmental Laws.
Appears in 1 contract
Samples: Lease Agreement (Homebanc Corp)
Compliance with Legal Requirements. (a) At Tenant’s sole cost, Tenant shall not cause promptly comply with all laws and governmental rules now or permit later in force; with the Premises, requirements of any board of fire underwriters or cause other similar body now or in the future constituted; with any direction or occupancy certificate issued by public officers (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), insofar as they relate to (i) the use, or constitutes a nuisance occupancy of the Premises or waste(ii) to Alterations undertaken by Tenant, except that Tenant shall not be responsible for (a) structural changes or changes to the electrical, mechanical, or plumbing systems of the Building in connection with the Tenant Improvements constructed in accordance with Exhibit B and (b) work necessitated by defects in the construction of the Building. Landlord shall comply in a timely manner with all Legal Requirements applicable that are not Tenant’s responsibility under this Section to the Premises extent noncompliance would adversely affect Tenant’s use or occupancy of the Premises.
(b) Tenant acknowledges that Landlord has advised Tenant that certain fire-proofing and Propertyinsulating materials used in the construction of the Building contain asbestos or asbestos-containing materials (collectively, “Asbestos”). Tenant shall obtain and pay for all permits and shall promptly take all actions necessary If any Legal Requirements impose mandatory or voluntary controls or guidelines with respect to Asbestos or if Landlord otherwise so elects, Landlord may, in its sole discretion, comply with such mandatory or voluntary controls or guidelines, or elect to make such alterations or remove such Asbestos in compliance with all Legal Requirements. Such compliance or the making of alterations, including without limitation and the Occupational Safety removal of all or a portion of such Asbestos, whether in the Premises or elsewhere in the Building, shall not, in any event constitute a breach by Landlord of any provision of this Lease, relieve Tenant of the obligation to pay any Rent due under this Lease, constitute or be construed as a constructive or other eviction of Tenant, or constitute or be construed as a breach of Tenant’s quiet enjoyment. Tenant also acknowledges that Landlord has promulgated Building regulations and Health Actprocedures governing the manner in which Tenant may undertake Alterations to the Premises in those areas where Asbestos may be located, and such regulations and procedures may be modified, amended or supplemented from time to time. Prior to undertaking any Alterations in or around the Premises, Tenant shall notify Landlord, in writing, of the exact nature and location of the proposed Alterations and shall promptly supply such additional information regarding the proposed Alterations as Landlord shall request. After receipt of Tenant’s notice, Landlord shall, to the extent appropriate, supply Tenant with the Building regulations and procedures for working in areas where there is a risk of coming into contact with Asbestos. Tenant shall strictly comply with all such Building regulations and procedures established by Landlord and with all applicable Requirements. Landlord shall have the right at all times to monitor the work for compliance with the Building regulations and procedures. If Landlord determines that any of the Building regulations and/or procedures are not being strictly complied with, Landlord may immediately require the cessation of all work being performed in or around the Premises until such time as Landlord is satisfied that the applicable regulations and procedures will be observed. Landlord’s monitoring of any work in or around the Premises shall not be deemed a certification by Landlord of compliance with any Requirements or of the Building regulations and procedures or a waiver by Landlord of its right to require strict compliance with such Building regulations and procedures nor shall such monitoring relieve Tenant from any liabilities relating to such work. The indemnity obligations of Tenant set forth in Section 13 above shall not be applicable with respect to the presence of the Asbestos, unless exacerbated by Tenant.
(c) Tenant agrees to take all proper and necessary action to cause the Premises to be used and occupied in compliance with the Americans With Disabilities Act of 1990 (“ADA”). Tenant shall also be responsible for the cost of all work required to ensure that the Premises and the Building comply with the ADA if the obligation to do such work is due to Tenant’s use of the Premises. Notwithstanding Premises or to any Alterations (including the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain initial Alterations) installed or constructed in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Samples: Office Lease (Java Detour Inc.)
Compliance with Legal Requirements. Tenant (a) Mortgagor shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used promptly comply in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, all material respects with all present and collectively the “future Legal Requirements”), foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or constitutes a nuisance nonstructural repairs or wastealterations including, without limitation, all zoning, subdivision, building, safety and shall comply with environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Mortgaged Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Mortgagor represents and warrants that the Mortgaged Property is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Mortgagor and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant note or notices.
(b) Mortgagor shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Mortgagee, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Mortgagee to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingMortgagor shall furnish to Mortgagee security reasonably satisfactory to Mortgagee, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Mortgagor shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Mortgaged Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Mortgage; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Mortgaged Property; (vi) the Mortgaged Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Mortgagor;
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Mills Corp)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises curbs adjoining the Property or to the use or manner of use thereof, and Propertyall rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Tenant shall obtain Borrower represents and pay for all permits and shall promptly take all actions necessary warrants that (i) except as previously disclosed to comply Lender in the zoning report delivered to Lender in connection with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use origination of the Premises. Notwithstanding Loan, the foregoing two sentences to the contrary, Landlord shall be responsible for the Property is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive received by Borrower and there is no basis for the entering of such notes or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten notices and (10ii) days any violations of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained Legal Requirements with respect to the Premises. Tenant shall promptly give notice Property will not result in a Material Adverse Effect, be a threat to Landlord the health and safety of any written orders, warnings Person or violations relative impair Xxxxxxxx's ability to collect any Rent.
(b) Borrower shall have the above received from any federal, state, or municipal agency or right to contest by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 1 contract
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, Premises or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, approval or any provision of this the Lease and (to the extent disclosed to Tenant) Ground Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and provided, however, that Landlord shall comply ensure that the construction of the Base Building Work complies with all Legal Requirements applicable to in effect upon the Premises and PropertyDelivery Date. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten fifteen (1015) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such then current permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the current permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Notwithstanding the foregoing or any other provision of this Lease, however, Tenant shall not be responsible for compliance with any such laws, regulations, or the like (i) requiring structural repairs or modifications or (ii) repairs or modifications to the utility or Building service equipment or (iii) installation of new Building service equipment, such as fire detection or suppression equipment unless with respect to any of the aforementioned (i), (ii), or (iii), such repairs, modifications, or installations shall (a) be due to Tenant’s particular use of the Premises (as opposed to the Permitted Use, generally), (b) be due to the negligence or willful misconduct of Tenant or any person claiming by or through Tenant, or any of their agents, employees, or contractors, or (c) be due to any alterations or additions made to the Premises by Tenant or any person claiming by or through Tenant from time to time during the Term of the Lease. Landlord shall deliver the Premises to Tenant in compliance with all Legal Requirements applicable to the Premises in effect as of the Delivery Date. Moreover, Landlord covenants to Tenant that, as of the Delivery Date, the Premises shall be in compliance with the City of Cambridge zoning laws and state and local building laws, ordinances and regulations, and that the Permitted Uses shall be an allowed use at the Premises under the City of Cambridge zoning laws. Landlord shall be responsible for the compliance of the structural elements, roof floor slab, and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, promptly comply with (or cause (or permit Tenant Parties to causethe compliance with) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, all present and collectively the “future Legal Requirements”), foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or constitutes a nuisance nonstructural repairs or wastealterations including, without limitation, all zoning, subdivision, building, safety and shall comply with environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith could not reasonably be expected to subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsBorrower shall furnish to Lender security reasonably satisfactory to Lender against loss or injury by reason of such contest or non-compliance with such Legal Requirement or, includingif the amount being contested is less than $250,000, without limitation, posting bond(s) or giving other security, provide Lender with evidence reasonably acceptable to Landlord to protect Landlord, Lender that Borrower has made provision for the Building and the Property from any liability, costs, damages or expenses arising in connection with payment of such violation and failure to cureamount, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) have occurred and hold Landlord harmless from be continuing at the commencement of such proceedings and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument or the Mortgage; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
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Compliance with Legal Requirements. Tenant shall not cause or permit 16.1 Except as provided in Section 16.2 hereof and for the Premises, or cause (or permit Tenant Parties to cause) the portions obligation of other tenants of the Property other than the PremisesBuilding with respect to their respective premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and Landlord shall promptly comply with all Legal Requirements applicable to the Premises laws, statutes, ordinances and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirementsgovernmental rules, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall regulations or requirements now in force or which may hereafter be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the PremisesDevelopment, including, without limitation The Americans with Disabilities Act (herein referred to as "Laws"). Tenant shall promptly give notice to In addition, Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing requirements of any such violations board of fire underwriters or other similar body now or hereafter constituted, with any occupancy certificate or directive issued pursuant to any Law by any public officer or officers, as well as the provisions of all recorded documents affecting the Development, insofar as any thereof relate to or affect the Development.
16.2 Tenant shall promptly comply with all Laws, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted of which Tenant has been notified of in accordance writing, with applicable Legal Requirementsany occupancy certificate or directive issued pursuant to any Law by any public officer or officers, as well as the provisions of all Current Encumbrances (as hereinafter defined), insofar as any thereof relate to or affect the condition, use or occupancy of the Demised Premises, excluding requirements of structural changes not related to or affected by improvements made by or for Tenant or not necessitated by Tenant's act. Tenant shall not be deemed have the right to contest, without cost to Landlord, the validity or application of any such rule, order or regulation required to be complied with by Tenant pursuant to Section 16 hereof and may postpone compliance therewith, provided such contest does not subject Landlord to criminal prosecution for noncompliance therewith and, further, provided, that Tenant promptly pays all fines, penalties and other costs and interest thereon imposed upon Landlord as a result of such noncompliance.
16.3 If there is now or shall be installed in default the Demised Premises a "sprinkler system", and such system or any of its obligations under the preceding sentence to promptly cure appliances shall be damaged or injured by reason of any condition causing any such violation in the event thatact or omission of Tenant, in lieu of such cureor Tenant's agents, servants, employees, licensees or visitors, Tenant shall contest forthwith restore the validity same to good working condition at its own expense. If the Fire Insurance Rating Organization or any bureau, department or official of such violation by appellate the state or city government having jurisdiction shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other proceedings permitted under applicable lawequipment be made or supplied by reason of Tenant's business, provided that: (i) or the location of partitions, trade fixtures, or other contents of the Demised Premises, after initial occupancy or if any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damageschanges, or expenses arising in connection with other contents of the Demised Premises, after initial occupancy or if any such condition and/or violationchanges, (iv) Tenant shall promptly cure any violation modifications, alterations, additional sprinkler heads or other equipment, become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of first insurance rate as fixed by a Fire Insurance Company insuring the Building, and as a result of Tenant's business, or the common areas location of partitions, trade fixtures, or other contents of the Building Demised Premises, Tenant shall, at Tenant's expense, promptly make and the Propertysupply such changes, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use modifications, alterations, additional sprinkler heads or other equipment or remove or relocate such partitions, trade fixtures or other contents of the Demised Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Samples: Lease (Covisint Corp)
Compliance with Legal Requirements. Tenant INSURANCE. Borrower shall not cause or permit the Premises, do or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used done all things necessary to preserve, renew and keep in any way that violates any lawfull force and effect its existence, coderights, ordinancelicenses, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, permits and collectively the “Legal Requirements”), or constitutes a nuisance or waste, franchises and shall comply with all Legal Requirements applicable to it and the Premises and Property. Tenant There shall obtain and pay for all permits and shall promptly take all actions necessary to comply never be committed by Borrower or any other Person in occupancy of or involved with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s operation or use of the Premises. Notwithstanding Property any act or omission affording the foregoing two sentences to federal government or any state or local government the contrary, Landlord shall be responsible for right of forfeiture as against the compliance Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Base Building Work Loan Documents. Borrower hereby covenants and the Finish Work with all Legal Requirements as agrees not to commit, permit or suffer to exist any act or omission affording such right of the Commencement Dateforfeiture. Tenant Borrower shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any maintain, preserve and protect all necessary permits, certifications, permissions its franchises and trade names and preserve all the like and complying with all reporting requirements directly relating remainder of its property used or incident to: useful in the conduct of its activities on business and shall keep the Premises; its scientific experimentation; transportationProperty in good working order and repair, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect from time to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, statetime make, or municipal agency cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrower shall keep the Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement, Borrower shall operate, or by cause the tenant to operate, any court Property that is the subject of law and shall promptly comply with and cure the conditions causing any such violations an O&M Agreement (if any) in accordance with applicable Legal Requirementsthe terms and provisions thereof in all material respects. Tenant shall not be deemed After prior written notice to be Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event thatgood faith and with due diligence, in lieu of such cure, Tenant shall contest the validity of such any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation by appellate or other proceedings permitted under applicable lawof any Legal Requirements, provided that: that (i) any such contest is made reasonably no Event of Default has occurred and in good faith, remains uncured; (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, intentionally omitted; (iii) Tenant such proceeding shall agree be permitted under and be conducted in accordance with the provisions of any instrument to indemnifywhich Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, defend (with counsel reasonably acceptable to Landlord) laws and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, ordinances; (iv) Tenant the Property or any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, concealed or lost; (v) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation in of any Legal Requirement; (vi) such proceeding shall suspend the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant enforcement of the Building contested Legal Requirement against Borrower or the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding, or any other person or entity. Landlord shall as may be responsible for the requested by Lender, to insure compliance of the structural elementswith such Legal Requirement, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Propertytogether, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premisesinterest and penalties payable in connection therewith. Lender may apply any such security, as opposed necessary to cause compliance with such Legal Requirement at any time when, in the Permitted Uses generallyreasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.
Appears in 1 contract
Samples: Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Compliance with Legal Requirements. Tenant To Borrower’s knowledge, each Relevant Party and each Property (including the leasing, management and collections practices and the use of each Property) is in compliance in all material respects with all applicable Legal Requirements including building and zoning ordinances and codes and all certifications, permits, licenses, consents and approvals DB1/ 149149761.5 required for the legal leasing, use, occupancy and operation of each Property and to the extent Required Lenders have reason to believe that there has been any non-compliance with Legal Requirements, upon Required Lenders’ request, Borrower shall not cause provide Lenders with reasonable proof of compliance with such Legal Requirements. No Relevant Party is in default or permit the Premisesviolation of any order, writ, injunction, decree or cause (demand of any Governmental. With respect to each Property, there are no orders, injunctions, decrees or permit Tenant Parties judgments outstanding with respect to cause) the portions of the such Property other than the Premises, that would reasonably be expected to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, orderhave an Individual Material Adverse Effect on such Property. There is no required certification, permit, license, consent, approval, Project Documentorder or authorization of, and no filing with or notice to, any court or Governmental Authority related to the leasing, use, occupancy and operation of any Property that has not been obtained. There has not been committed by Borrower or by any other Person in occupancy of or involved with the operation, use or leasing of any Property any act or omission affording any Governmental Authority the right of forfeiture as against such Property or any provision part thereof. None of this Lease (each a “Legal Requirement”, the Properties has been purchased with proceeds of any illegal activity. The Relevant Parties have implemented appropriate processes and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary procedures to comply with all the federal Fair Housing Act of 1986 and other applicable non-discrimination Legal RequirementsRequirements and, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding foregoing, the foregoing two sentences to leasing, management and collection practices (including the contrarydetermination of Rents and eviction procedures) used by each Relevant Party, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain property managers and sub contract managers, in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal respect of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained Section 8 Housing Tenants with respect to any Properties are and have been no less favorable to such Section 8 Housing Tenants than the Premises. Tenant shall promptly give notice leasing, management and collection practices (including the determination of Rents and eviction procedures) applicable to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall similarly situated Tenants that are not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallySection 8 Housing Tenants.
Appears in 1 contract
Compliance with Legal Requirements. Tenant shall not cause or permit Throughout the Premisesterm of this Lease, or cause (or permit Tenant Parties to cause) the portions Tenant, at its sole cost and expense, will promptly comply with all requirements of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, regulation or ordinance related in any provision way to its use and occupancy of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal RequirementsPremises, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building any Tenant Work and the Finish Work with Work, and will procure and maintain all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions licenses and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained authorizations required with respect to the Premises, or any part thereof, for the lawful and proper operation, use and maintenance of the Premises or any part thereof. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative Notwithstanding the foregoing to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such curecontrary, Tenant shall contest have no obligation to bring the validity of such violation by appellate or other proceedings permitted under applicable lawfoundations, provided that: (i) any such contest is made reasonably and in good faithexterior walls, (ii) Tenant makes provisionsstructural floors, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successfire egress stairs, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas elevators, fire safety, plumbing, electrical, heating, ventilation and air conditioning systems of the Building and installed as Base Building Work (collectively, the Property“Base Building”) into compliance with applicable laws, with all Legal Requirements codes, regulations or ordinances except to the extent such compliance is required due to as a result of (i) any Tenant Work or Finish Work, (ii) Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyUse generally in a manner consistent with the specifications for the Base Building set forth in the Base Building Work plans and specifications, and including any compliance required due to Tenant’s use of animals in the Premises or due to any density in any portion of the Premises exceeding the person per usable square feet specification for which the applicable portion of Base Building Work has been designed, (iii) Tenant’s Exterior Equipment, (iv) the exercise of Tenant’s facilities management rights pursuant to Section 3.03 of this Lease, (v) Tenant’s negligence or willful misconduct (subject to the provisions of Section 4.05), or (vi) Tenant’s default under this Lease (collectively, the “Tenant Base Building Compliance Obligations”). Landlord shall have the obligation to bring elements of the Base Building into compliance with applicable laws (including, without limitation, Environmental Laws as hereinafter defined, but subject to the other provisions of this lease governing Tenant’s use of Hazardous Materials) except to the extent such compliance is required as a result of any Tenant Base Building Compliance Obligations.
Appears in 1 contract
Samples: Lease Agreement (Alkermes Plc.)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to causea) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”To comply, and collectively cause the “Legal Requirements”), or constitutes a nuisance or waste, and shall Mortgaged Property to comply at all times with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisionsthereto, including, without limitation, posting bond(s) obtaining and complying with all conditions and requirements of all Governmental Approvals then necessary for the construction, use, occupancy and operation of the Mortgaged Property or giving other security, reasonably acceptable to Landlord to protect Landlord, any portion of the Building and Mortgaged Property or the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successbusiness thereon, and (v) Tenant shall certify to Landlord’s reasonable satisfaction preserve and maintain the same in full force and effect; and to provide Agent with evidence reasonably satisfactory to Agent that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, Mortgaged Property complies with all Legal Requirements except applicable thereto. Without limiting the foregoing, Borrower shall strictly comply (and shall cause each Member to comply) to the extent compliance is required due applicable with the requirements of the Americans with Disabilities Act of 1990, all state and local laws and ordinances related to Tenant’s particular use handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities.
(b) Borrower or the applicable Member will have the right to contest the validity or application of any of the Legal Requirements affecting the Mortgaged Property by appropriate legal proceedings, so long as: (1) such legal proceedings shall be prosecuted with diligence by Borrower (or such Member) and shall operate to prevent any taking or closing or shutting down of the Premises or any portion thereof by any Governmental Authority, and shall have the effect of staying any type of sale or forfeiture of the Premises, (2) Borrower (or such Member) shall have deposited with or delivered to Agent, as opposed applicable, cash collateral, a bond or such other security reasonably satisfactory to Agent on such terms as may be reasonably satisfactory to Agent and (if applicable) in an amount as may be deemed reasonably necessary by Agent to pay for such contest and to pay for the cost of compliance (if not yet paid) with such Legal Requirements, and any fines, penalties, charges and interest thereon which may be awarded or assessed (which amount may be increased at the request of Agent when Agent determines (in its reasonable judgment) that a greater amount may be required to make such payments), (3) such proceeding shall not subject Agent, any Lender or any Borrower Entity to the Permitted Uses generallyrisk of any criminal liability, (4) no Noticed Default or Event of Default shall then exist under any Project Loan Document, (5) Borrower (or such Member) gives Agent (x) reasonably continuous notice upon the commencement and during the continuation of any such proceeding of the status thereof, and (y) confirmation on such periodic basis as Agent may request of the continuing satisfaction of the conditions set forth in clauses (1) through (4) above, and (6) Borrower (or such Member) shall have furnished to Agent all other items reasonably requested by Agent. If Borrower (or such Member) shall fail at any time to comply with the above conditions to contest or if the Premises or any part thereof is, in the judgment of Agent, in any imminent danger of being forfeited or lost, Agent may require Borrower (or such Member) to, and Borrower (or such Member) will thereupon, comply with the Legal Requirement which is the subject of the contest. During the continuance of an Event of Default, Agent may, at its option, credit all or any part of any such cash, bond or other security then held by it to the Indebtedness in such order as Agent may elect. Upon final determination of such contest, Borrower (or such Member) will take all steps necessary to comply with any requirements arising therefrom and, after final payment of all costs of such contest and any costs of compliance, Agent shall return to Borrower (or such Member) any remaining security held by Agent pursuant to the foregoing clause (2).
(c) Without limiting any other provision of this Section 7.17, each Borrower Entity shall comply with all legal requirements relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting anything in the foregoing sentence, no Borrower Entity shall take any action, or permit any action to be taken, that would cause the representations and warranties in Section 6.05(b) of this Agreement to become untrue or inaccurate at any time during the term of the Loans. Each Borrower Entity shall notify Agent promptly after obtaining knowledge that the representations and warranties in Section 6.05(b) of this Agreement may no longer be accurate or that any other violation of the foregoing legal requirements has occurred or is being investigated by any Governmental Authority. In connection with such an event, each Borrower Entity shall comply with all legal requirements and directives of Governmental Authorities and, at Agent’s request, provide to Agent copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such event. Borrower shall also reimburse Agent and Lenders for all actual reasonable expenses incurred by Agent in evaluating the effect of such an event on the Loans and the collateral for the Loans, in obtaining any necessary license from Governmental Authorities as may be necessary for Agent to enforce its rights under the Loan Documents, and in complying with all legal requirements applicable to Agent or any Lender as the result of the existence of such an event and for any penalties or fines imposed upon Agent or any Lender as a result thereof. All such expenses shall constitute Reimbursable Costs. Borrower agrees to confirm the representation and warranty set forth in Section 6.05(b) hereof in writing on an annual basis if requested by Agent to do so.
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Compliance with Legal Requirements. Tenant (a) Grantor shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Trust Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Grantor represents and warrants that the Trust Property is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days received by Grantor and to best of a request by LandlordGrantor's knowledge, which request shall be made not more than once during each period of twelve (12) consecutive months during there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant note or notices.
(b) Grantor shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Beneficiary or Deed Trustee, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Beneficiary or Deed Trustee to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingGrantor shall furnish to Beneficiary security reasonably satisfactory to Beneficiary, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Grantor shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Trust Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Deed of Trust; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Trust Property; (vi) the Trust Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by 130
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Host Funding Inc)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premisesat its sole cost and expense comply with, or cause (or permit Tenant Parties to cause) the portions and Xxxxxx’s use of the Property other than Premises shall be subject to compliance with, the Premisesfollowing (collectively, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”)): (i) all federal, state, county, municipal and other governmental and quasi-governmental statutes, laws, rules, orders, regulations and ordinances affecting the Premises or any part thereof, or constitutes the use thereof, including those which require the making of any structural, unforeseen or extraordinary changes, whether or not any such statutes, laws, rules, orders, regulations or ordinances which may be hereafter enacted involve a nuisance change of policy on the part of the governmental body enacting the same, (ii) any easement agreements presently affecting the Premises, (iii) any declarations, covenants, conditions and/or restrictions which may now or wastehereafter affect the Premises, and shall comply with (iv) all Legal Requirements applicable to the Premises rules, orders and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use regulations of the Premises. Notwithstanding National Board of Fire Underwriters or other bodies exercising similar functions in connection with the foregoing two sentences prevention of fire or the correction of hazardous conditions, which apply to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times comply with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies requirement of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all policies of the permits that Tenant possesses or has obtained public liability, fire and other insurance which at any time may be in force with respect to the Premises. Tenant shall promptly give notice to Landlord assumes all responsibility for compliance of the Premises with any written ordersand all applicable laws, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law regulations and shall promptly comply with building codes governing non-discrimination and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: public accommodations and commercial facilities (i“Public Accommodation Laws”) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) the requirements of the Americans with Disabilities Act, 42 USC 12-101 and all regulations and promulgations thereunder. Tenant, at Tenant’s sole cost and expense, shall complete any and all alterations, modifications or giving other security, reasonably acceptable improvements to Landlord the Premises necessary in order to protect comply with all Public Accommodation Laws during the Term of this Lease whether such improvements or modifications are the legal responsibility of Landlord, the Building Tenant or a third party. Except at set forth in Articles 22 and the Property from any liability27, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree Xxxxxx agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless Landlord harmless from and against any and all liabilityclaims, costsliabilities, damagesfines, or expenses penalties, losses and expenses, including attorney’s fees, arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in Xxxxxx’s failure to comply with the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant provisions of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallythis Article.
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Compliance with Legal Requirements. At no cost to City, Tenant shall not cause will promptly comply with all present or permit the Premisesfuture federal, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premisesstate, to be used in any way that violates any lawlocal, codeand administrative laws, ordinance, restrictive covenantresolution, encumbranceregulation, governmental regulationrequirement, proclamation, order, permitor decree of any municipal, approvalcounty, Project Documentstate, or federal government or other governmental or regulatory authority, board of fire underwriters, or any provision of this Lease directive or occupancy certificate issued under any law by any public officer or officers acting in their regulatory capacity (each a “Legal Requirement”now or later in effect, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable ) relating to the Premises or the Property or the use or occupancy of the Premises and with any and all recorded covenants, conditions, and restrictions affecting all or any portion of the Property, whether in effect at the time of the execution of this Lease or adopted or recorded at any time later and whether or not they were considered by the parties in negotiating this Lease. It is Tenant’s obligation, at no cost to City, to cause the Premises and Xxxxxx’s uses thereof to be conducted in compliance with the Americans With Disabilities Act, 42 U.S.C. Section 12101 et seq. and any other applicable disability access Legal Requirements. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary will not be required to make any structural Alterations in order to comply with all disability access Legal RequirementsRequirements unless the Alterations are required, including without limitation the Occupational Safety and Health Actin whole or in part, applicable to directly or indirectly, by any Alterations, Tenant’s use of the Premises, or any act or omission of Tenant, its Agents, or Invitees. Notwithstanding Any Alteration made by or on behalf of Tenant under the foregoing two sentences provisions of this Section will comply with the provisions of Section 8.2 (Tenant’s Repairs) above. Tenant’s obligation to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work comply with all Legal Requirements as is a material part of the Commencement Datebargained-for consideration under this Lease. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at obligation under this Section includes its responsibility to make substantial or structural repairs and Alterations to the Premises (including any of Tenant’s Alterations), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term, the relative benefit of the repairs to Tenant or City, the degree to which the curative action may interfere with Tenant’s use or enjoyment of the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and likelihood that the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in parties contemplated the event that it exhausts all available appeals without successparticular Legal Requirements involved, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of whether the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except involved are related to the extent compliance is required due to TenantXxxxxx’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Samples: Lease Agreement
Compliance with Legal Requirements. (a) Tenant shall not cause or permit the Premisesshall, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premisesat Tenant’s sole cost and expense, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all Legal Requirements applicable laws, ordinances, rules, regulations, orders and other requirements of any government or public authority now in force or which may hereafter be in force, and with all directions and certificates of occupancy issued pursuant to any law by any governmental agency or officer, insofar as any thereof relate to or are required by the condition, use or occupancy of the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirementsor the operation, including without limitation the Occupational Safety and Health Actuse or maintenance of any personal property, applicable to Tenant’s use of fixtures, machinery, equipment or improvements in the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(sthe Americans with Disabilities Act (collectively, “Legal Requirements”); provided, however, that Tenant shall not be required to perform any structural changes to the Premises or modifications to the building systems and equipment of the Premises unless such changes or modifications are related to or affected or triggered by (i) or giving other security, reasonably acceptable Tenant’s alterations made to Landlord to protect Landlord, the Building and Premises following the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cureCommencement Date, (iiiii) Tenant shall agree to indemnifyTenant’s use of the Premises for any purpose, defend (with counsel reasonably acceptable to Landlord) it being acknowledged and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction agreed that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Propertyat its sole cost and expense, or any other person or entity. Landlord shall be responsible for complying with all laws necessary or that are required in order for Tenant to use and occupy the compliance of Premises or (iii) Tenant’s particular employees or employment practices.
(b) Tenant shall be responsible, at Xxxxxx’s sole cost and expense, for causing the structural elements, roof and building systems Premises to the Utility Switching Points of the Building, and the common areas of the Building and the Property, comply with all Legal Requirements except during the Term. Landlord shall have no obligation to perform any improvements, repairs or maintenance or to make any alterations to the extent compliance is required due Premises to cause the Premises to comply with any Legal Requirements or to cause the Premises to be suitable for Tenant’s use and purposes.
(c) Tenant acknowledges that Landlord intends to develop and construct a multi-unit residential apartment community on the Premises and, accordingly, the Premises will eventually be demolished by Landlord upon the termination of the Lease. Tenant further acknowledges, consents and agrees that Landlord and Xxxxxxxx’s architects, engineers, consultants, vendors and other representatives, together with any prospective buyers or tenants of Landlord, may upon prior reasonable notice to Tenant, conduct studies, test, sampling and investigations at the Premises (including invasive testing sampling) and further that Landlord may conduct construction activity, such as earthwork, demolition and relocation of utilities on the Land (except physical demolition or construction on the Building) provided that such construction activity does not unreasonably interfere with Xxxxxx’s particular use and occupancy of the Premises. Tenant agrees that Landlord shall have no liability to Tenant for any inconvenience, as opposed to noise, vibrations, dust, temporary road or driveway closures, or temporary loss of utilities that result from such activity by Landlord provided that such construction activity does not unreasonably interfere with Xxxxxx’s use and occupancy of the Permitted Uses generallyPremises.
Appears in 1 contract
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to causea) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”To comply, and collectively cause the “Legal Requirements”), or constitutes a nuisance or waste, and shall Mortgaged Property to comply at all times with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisionsthereto, including, without limitation, posting bond(s) obtaining and complying with all conditions and requirements of all Governmental Approvals then necessary for the construction, use, occupancy and operation of the Mortgaged Property or giving other security, reasonably acceptable to Landlord to protect Landlord, any portion of the Building and Mortgaged Property or the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successbusiness thereon, and (v) Tenant shall certify to Landlord’s reasonable satisfaction preserve and maintain the same in full force and effect; and to provide Agent with evidence reasonably satisfactory to Agent that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, Mortgaged Property complies with all Legal Requirements except applicable thereto. Without limiting the foregoing, Borrower shall strictly comply (and shall cause each Member to comply) to the extent compliance is required due applicable with the requirements of the Americans with Disabilities Act of 1990, all state and local laws and ordinances related to Tenant’s particular use handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities.
(b) Borrower or the applicable Member will have the right to contest the validity or application of any of the Legal Requirements affecting the Mortgaged Property by appropriate legal proceedings, so long as: (1) such legal proceedings shall be prosecuted with diligence by Borrower (or such Member) and shall operate to prevent any taking or closing or shutting down of the Premises or any portion thereof by any Governmental Authority, and shall have the effect of staying any type of sale or forfeiture of the Premises, (2) Borrower (or such Member) shall have deposited with or delivered to Agent, as opposed applicable, cash collateral, a bond or such other security reasonably satisfactory to Agent on such terms as may be reasonably satisfactory to Agent and (if applicable) in an amount as may be deemed reasonably necessary by Agent to pay for such contest and to pay for the cost of compliance (if not yet paid) with such Legal Requirements, and any fines, penalties, charges and interest thereon which may be awarded or assessed (which amount may be increased at the request of Agent when Agent determines (in its reasonable judgment) that a greater amount may be required to make such payments), (3) such proceeding shall not subject Agent, any Lender or any Borrower Entity to the Permitted Uses generallyrisk of any criminal liability, (4) no Noticed Default or Event of Default shall then exist under any Building Loan Document, (5) Borrower (or such Member) gives Agent (x) reasonably continuous notice upon the commencement and during the continuation of any such proceeding of the status thereof, and (y) confirmation on such periodic basis as Agent may request of the continuing satisfaction of the conditions set forth in clauses (1) through (4) above, and (6) Borrower (or such Member) shall have furnished to Agent all other items reasonably requested by Agent. If Borrower (or such Member) shall fail at any time to comply with the above conditions to contest or if the Premises or any part thereof is, in the judgment of Agent, in any imminent danger of being forfeited or lost, Agent may require Borrower (or such Member) to, and Borrower (or such Member) will thereupon, comply with the Legal Requirement which is the subject of the contest. During the continuance of an Event of Default, Agent may, at its option, credit all or any part of any such cash, bond or other security then held by it to the Indebtedness in such order as Agent may elect. Upon final determination of such contest, Borrower (or such Member) will take all steps necessary to comply with any requirements arising therefrom and, after final payment of all costs of such contest and any costs of compliance, Agent shall return to Borrower (or such Member) any remaining security held by Agent pursuant to the foregoing clause (2).
(c) Without limiting any other provision of this Section 7.17, each Borrower Entity shall comply with all legal requirements relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting anything in the foregoing sentence, no Borrower Entity shall take any action, or permit any action to be taken, that would cause the representations and warranties in Section 6.05(b) of this Agreement to become untrue or inaccurate at any time during the term of the Loans. Each Borrower Entity shall notify Agent promptly after obtaining knowledge that the representations and warranties in Section 6.05(b) of this Agreement may no longer be accurate or that any other violation of the foregoing legal requirements has occurred or is being investigated by any Governmental Authority. In connection with such an event, each Borrower Entity shall comply with all legal requirements and directives of Governmental Authorities and, at Agent’s request, provide to Agent copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such event. Borrower shall also reimburse Agent and Lenders for all actual reasonable expenses incurred by Agent in evaluating the effect of such an event on the Loans and the collateral for the Loans, in obtaining any necessary license from Governmental Authorities as may be necessary for Agent to enforce its rights under the Loan Documents, and in complying with all legal requirements applicable to Agent or any Lender as the result of the existence of such an event and for any penalties or fines imposed upon Agent or any Lender as a result thereof. All such expenses shall constitute Reimbursable Costs. Borrower agrees to confirm the representation and warranty set forth in Section 6.05(b) hereof in writing on an annual basis if requested by Agent to do so.
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Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or nor cause (or permit Tenant Parties to cause) the portions of the Property other than or the Premises, Building to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentvariance, covenants or any provision restrictions which are of this Lease record as of the date hereof (each a “Legal Requirement”) or any provisions of this Lease, and collectively materially annoys or interferes with the “Legal Requirements”)rights of tenants of the Building, or constitutes a nuisance or waste, and . Landlord shall comply with all Legal Requirements applicable to be responsible for the compliance of the Premises and Propertythe Building with all applicable Legal Requirements on the Delivery Date. Tenant shall obtain (a) obtain, maintain and pay for all permits and approvals necessary to comply with all Legal Requirements and (b) shall promptly take all actions necessary to comply with all Legal Requirements, including including, without limitation limitation, the Occupational Safety and Health Act, applicable to Tenant’s particular use of the Premises. Notwithstanding , the foregoing two sentences Property or the Building as opposed to general office uses or use of the contrary, common areas for which Landlord shall be responsible, subject to reimbursement through Operating Expenses as and to the extent provided in this Lease. Notwithstanding anything to the contrary contained herein, but subject to reimbursement through Operating Expenses as and to the extent provided in this Lease, Tenant shall not be responsible for ensuring the compliance Premises complies with Legal Requirements when such Legal Requirements are imposed on a Building-wide basis and do not relate to Tenant’s particular manner of use of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement DatePremises. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions permits and the like and complying with all reporting requirements approvals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wastewaste or animals or laboratory specimens. Within ten (10) business days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other providing such security, potentially including bond(s), as may be reasonably acceptable to required by Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses to the extent arising in connection with as a result of such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury injury, property damage, or property damage any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
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Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, Premises or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, orderordinance, permit, approval, Project Document, approval or any provision of this the Lease and Ground Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), ) or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable . Notwithstanding anything to the Premises contrary, Section 5 of the Rules and PropertyRegulations attached to this Lease as Exhibit E shall not be deemed to prohibit anything not prohibited by this Section 9.03 or to expand or limit Tenant’s obligations set forth in this Section 9.03. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to regulating Tenant’s specific use of the Premises. Notwithstanding Premises or the foregoing two sentences Property (as opposed to the contraryPermitted Uses, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Dategenerally). Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements permits directly relating or incident to: the conduct of its specific activities on the PremisesPremises (as opposed to general use of the Premises for the Permitted Uses); its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by of appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses expense arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Notwithstanding the foregoing or any other provision of this Lease, however, Tenant shall not be responsible for compliance with any such laws, regulations, or the like (i) requiring structural repairs or modifications or (ii) repairs or modifications to the utility or Building service equipment or (iii) installation of new Building service equipment, such as fire detection or suppression equipment unless with respect to any of the aforementioned (i), (ii), or (iii), such repairs, modifications, or installations shall (a) be due to Tenant’s particular use of the Premises (as opposed to the Permitted Use, generally), (b) be due to the negligence or willful misconduct of Tenant or any person claiming by or through Tenant, or any of their agents, employees, or contractors, or (c) be due to any alterations or additions made to the Premises by Tenant or any person claiming by or through Tenant from time to time during the Term of the Lease. Landlord shall deliver the Premises to Tenant in compliance with all Legal Requirements applicable to the Premises in effect as of the Delivery Date. Moreover, Landlord covenants to Tenant that, as of the Delivery Date, the Premises shall be in compliance with the City of Cambridge zoning laws and state and local building laws, ordinances and regulations, and that the Permitted Uses shall be an allowed use at the Premises under the City of Cambridge zoning laws. Landlord further covenants to Tenant that (x) if required for obtaining and maintaining a certificate of occupancy for and legal occupancy of the Premises, Landlord shall diligently prosecute and complete the construction of at least twenty (20) units of affordable housing at the Project (as defined in Section 17.19) and (y) Landlord shall not obtain, nor shall it permit any other tenant or occupant of the Building to obtain, a certificate of occupancy (other than a general certificate of occupancy for the Base Building) prior to the date on which the certificate of occupancy for the Premises is issued. Landlord shall be responsible for the compliance of the structural elementsCommon Areas, roof Common Facilities and building systems to the Utility Switching Points of the Building, and the common areas elements of the Building and the Property, Property under its exclusive control with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
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Compliance with Legal Requirements. Tenant shall not cause or permit the Premisesat all times and at its sole expense comply with all federal, or cause (or permit Tenant Parties to cause) the portions of the Property state, local and other than the Premiseslaws, to be used in any way that violates any lawordinances, coderules, ordinanceregulations, restrictive covenantorders, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”requirements, and collectively recorded covenants and restrictions applicable to the Center, whether now in force or hereafter in effect (including without limitation those related to disabled persons, access (Tenant will not be responsible for any remediation required by the Americans with Disabilities Act of 1990 (the “ADA”) in the Common Areas, except for its pro rata portion, in accordance with Section 6.3), hazardous materials, lighting upgrades, energy saving, and sprinkler and seismic retrofits, and those required because of Tenant’s occupancy or the conduct of Tenant’s business) (collectively, “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and not do or permit anything to be done in or about the Premises in conflict with any Legal Requirement. Without limiting the generality of the foregoing, Tenant shall promptly at its sole cost take all actions necessary actions, make all alterations, install all additional facilities, and perform all work required to cause the Premises (and any and all other areas of the Center under the control of Tenant or that Tenant is required to maintain) to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contraryforegoing, Landlord shall be responsible for compliance with the compliance ADA, and any amendments thereto, relating to Landlord’s construction of the Base Building Work demising wall and the Finish Work with all Legal Requirements installation of any utility meters, as described in Section 27 of the Commencement DateAddendum. Tenant shall maintain In addition, in full force the event that (1) Tenant’s construction of its initial improvements (addressed in Section 28 of the Addendum) requires that any existing part of the Premises be modified to meet ADA building regulations enforced by the City of Poway and effect all certifications or permissions (2) such modification is required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permitsbuilding permit to issue, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. then Landlord shall be responsible for completing the ADA work, at its sole cost and expense. Landlord has no knowledge of any ADA non-compliance of the structural elements, roof and building systems issues with respect to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
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Compliance with Legal Requirements. 14.1 Tenant shall, at its sole cost and expense, promptly comply with all laws, ordinances, rules, regulations, orders and other requirements of any government or public authority now in force or which may hereafter be in force, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, and with any direction or certificate of occupancy issued pursuant to any law by any governmental agency or officer, insofar as any thereof relate to or affect the condition, use or occupancy of the Premises or the Property (including the Exterior Areas) or the operation, use or maintenance of any equipment, fixtures or improvements serving the Property (collectively, "Legal Requirements"). Notwithstanding the foregoing, however, Tenant shall not cause be required to perform any Capital Expenditures to the Building or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than to comply with Legal Requirements unless such changes are triggered by (i) Tenant's Alterations (including the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”Tenant Improvements), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to (ii) Tenant’s 's particular use of the Premises. Notwithstanding Premises (as opposed to Tenant's use of the foregoing two sentences Premises for general office and research and development purposes in a normal and customary manner), or (iii) Tenant's particular employees or employment practices.
14.2 Except to the contraryextent of Tenant's obligations pursuant to section 14.1 above, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements causing, as of the date of the Commencement Date. Tenant shall maintain in full force Date and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months thereafter during the Lease Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, to comply with all Legal Requirements except required for Tenant to occupy the Premises for the purposes leased. Notwithstanding the foregoing (but subject to section 14.3 below), if any Capital Expenditures to the extent compliance is Building or the Property are required due to Tenant’s particular use comply with Legal Requirements after the Commencement Date and such Capital Expenditures are not the responsibility of Tenant pursuant to Section 14.1 above, then Landlord shall perform such Capital Expenditures, and the cost thereof shall be amortized over the useful life of the Premisescapital item as determined by Landlord in accordance with the customary accounting practices employed by landlords of comparable buildings in Santa Clara, California, together with interest at the rate of eight percent (8%) per annum, or such higher annual rate as opposed Landlord may actually have to pay, on the unamortized balance, and Tenant shall be responsible to reimburse Landlord on a monthly basis for the portion of such amortized cost attributable to the Permitted Uses generallyremaining Lease Term. As used in this Article 14, the term “Capital Expenditures” means any Alteration to the Building or the Property with a cost in excess of $30,000 per item that constitutes a capital expenditure in accordance with the customary accounting practices employed by landlords of comparable buildings in Santa Clara, California, consistently applied.
14.3 Without limiting the generality of the foregoing, prior to the Commencement Date, Landlord shall perform, at its sole cost and expense (and not as an Operating Expense), the compliance work set forth in that certain CalDAG/Title 24 Accessibility Summary dated 5-29-15, a copy of which is attached hereto as Exhibit D.
Appears in 1 contract
Samples: Lease (Gigamon Inc.)
Compliance with Legal Requirements. Tenant (a) Borrower shall not do or cause to be done all things necessary to preserve, renew and keep in full force and effect all certificates of occupancy (or permit similar authorizations) and other rights, licenses, permits, franchises and trade names now or hereafter in effect
(a) shall obligate members of Borrower to make a capital contribution to the PremisesBorrower.
(b) Borrower shall at all times keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, including, without limitation, as required by Article VII of this Agreement.
(c) After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default is continuing; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (v) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (vi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower and the Property; and (vii) Borrower shall furnish such security as may be required in the proceeding to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Property (or permit Tenant Parties to causeany part thereof or interest therein) the portions shall be in danger of the Property other than the Premisesbeing sold, to be used in any way that violates any lawforfeited, codeterminated, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, cancelled or any provision of this Lease lost.
(each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and d) Borrower shall comply with all Legal Requirements applicable relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Authorities and the WARN Act, and provide all statutory notices required thereunder. For the avoidance of doubt, nothing in this Agreement shall be construed or interpreted to create an obligation for Lender to provide any notices under the WARN Act or to suggest that any individuals working at the Property are employees of Lender under the WARN Act or any other statute or regulation. Bxxxxxxx agrees and acknowledges that to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with extent that any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months WARN Act notice obligations arise during the Term hereof, unless otherwise requested by any mortgagee term of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained this Agreement with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or individuals working at the Property, or any other person or entity. Landlord such obligations shall be responsible for the compliance responsibility of Borrower as the structural elements, roof and building systems to the Utility Switching Points employer of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallysuch individuals.
Appears in 1 contract
Samples: Building Loan Agreement (ACRES Commercial Realty Corp.)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to At Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work sole cost and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlordexpense, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisionsall Laws, including, without limitation, posting bond(s) or giving other securitythe applicable Laws of both the SAN XXXXXXX VALLEY AIR POLLUTION CONTROL DISTRICT and the CENTRAL VALLEY REGIONAL WATER QUALITY CONTROL DISTRICT, reasonably acceptable to Landlord to protect LandlordCalifornia public agencies, Title I of the Americans With Disabilities Act (“ADA”), the Building requirements of any Board of Fire Underwriters or other similar body now or in the future constituted, and the Property from any liabilitydirection of or occupancy certificate issued by public officers insofar as they relate to the Permitted Use. In the event Tenant reasonably deems the cost of such compliance prohibitive to the operation of its business, costsTenant may terminate this Lease within thirty (30) days of such determination, damages or expenses arising in connection with such violation and failure upon thirty (30) days’ notice to cure, (iii) Landlord. Tenant shall agree be responsible to indemnify, defend (comply with counsel reasonably acceptable Title I of ADA as to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successPremises, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for complying with the compliance rest of ADA. Nothing in this Section 10 will require Tenant to make any: (i) structural or system modifications or installations within the structural elements, roof and building systems Premises; (ii) repairs or modification of any condition existing in the Premises prior to the Utility Switching Points Commencement Date; (iii) repairs or modifications to any utility or any building service equipment; or (iv) installation of the Buildingnew building service equipment, and the common areas of the Building and the Propertysuch as fire detection or suppression equipment, with all Legal Requirements except to the extent compliance is required unless such repairs, modifications, or installations shall be due to: (x) to Tenant’s particular manner of use of the Premises, Premises (as opposed to office use generally); or, (y) be due to any alterations or improvements in the Permitted Uses generallyPremises performed or requested by Xxxxxx and made after the Commencement Date.
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Samples: Lease and Feedstock Supply Agreement
Compliance with Legal Requirements. Tenant shall not cause covenants that, during the term of this Lease, Tenant shall, at its expense, comply promptly with all covenants, conditions, and restrictions and all applicable laws, statutes, ordinances, zoning restrictions, rules, regulations, orders, and any requirements of duly constituted public authorities now or permit hereafter in any manner affecting the Premises, whether or cause (not any such laws, ordinances, or permit Tenant Parties to cause) regulations which may hereafter be enacted involve a change of policy on the portions part of the Property other than governmental body enacting the Premisessame (collectively, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”); provided, that if such compliance requires repairs, alterations or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable improvements to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable Data Center which are not specific to Tenant’s particular manner of use of the PremisesPremises other than as a Computer Data Operations Center, the cost of such repairs, alterations or improvements shall be paid by Delta and shall be part of Operating Expenses, unless capital in nature, in which case such costs shall be treated as described in Article 1 hereof with respect to capital improvements. Notwithstanding the foregoing two sentences anything to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlordcontrary contained herein, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of have the permits that Tenant possesses or has obtained with respect right to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or contest by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other appropriate proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, (ii) in the name of Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect LandlordDelta or both, the Building and validity or application of any Legal Requirement. Delta will cooperate reasonably, at Tenant’s expense, in any such contest, including joining in such contest as a party plaintiff or defendant, or bringing or allowing Tenant to bring or defend in the Property from name of Delta any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) contest. Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in also have the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision right to delay compliance therewith until the final determination of any such cure shall not result in proceeding, provided compliance with the same pending the prosecution of such proceeding may be delayed without subjecting Delta or Tenant to any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of criminal liability and without subjecting the Building or the PropertyData Center, or any other person part thereof, to loss or entity. Landlord shall be responsible for forfeiture and provided Tenant indemnifies Delta during the compliance process of the structural elements, roof such contest and building systems provides assurances of indemnification reasonably satisfactory to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyDelta.
Appears in 1 contract
Samples: Lease Agreement (Ws Financing Corp)
Compliance with Legal Requirements. Tenant shall not cause or permit Lessee shall, at Lessee's own cost and expense, (A) comply, in all material respects, with all covenants and restrictions of record and applicable laws, ordinances, rules and regulations relating to the PremisesLeased Properties, or cause (or permit Tenant Parties to cause) the portions including, without limitation, as applicable, Title 42 of the Property other than United States Code and related regulations, including the PremisesMedicare Regulations, to be used in any way that violates any lawthe Medicaid Regulations, codefederal and state self-referral and anti-kickback statues and regulations, ordinanceTitle 31 of the United States Code, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”including the False Claims Act; applicable skilled nursing facility and assisted living facility licensure laws; applicable public health statues and regulations; the Americans with Disabilities Act and the regulations thereunder, and collectively the “Legal Requirements”)all laws, or constitutes a nuisance or wasteordinances, rules and shall comply with all Legal Requirements applicable regulations relating to the Premises zoning, setback requirements and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirementsbuilding codes, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall (B) maintain in full force and effect and observe and comply in all certifications material respects with all of the terms and conditions of all Regulatory Permits now held or permissions hereafter acquired or required for Tenant’s operations and comply in all material respects with any and other Permits now held or hereafter acquired by any of them, and (C) perform, observe, comply and fulfill all of its obligations, covenants and conditions contained in any material Contractual Obligation, including the Transaction Documents, and not suffer or permit any default or event of default (giving effect to applicable notice and cure rights) to exist under any of the foregoing. To the extent the matters set forth in clauses (A) and (B) above create obligations which are imposed on or applicable to the Owner as owner of the Leased Properties, Lessee shall comply with such obligations as if Lessee were the owner of the Leased Properties, regardless of whether any such obligations, by their terms, are nominally imposed on Lessee or Owner. Lessee shall, at its sole cost and expense, comply with all provisions of insurance policies required pursuant to Section 15 hereof, and with the provisions of all Permitted Liens and all contracts, agreements, instruments and restrictions existing at the Premisescommencement of this Master Lease or thereafter suffered or permitted by Lessee, affecting the Leased Properties or any part thereof or the ownership, occupancy, use, operation or possession thereof except where, other than in the case of insurance (for which the following exception shall not apply), such failure to so perform and comply will not have a material and adverse effect on the operations of the Leased Properties by Lessee or the utility, fair market value or useful life of any Leased Property. Tenant Lessee shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with the terms of and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of perform its obligations under any assignment to Trustee of this Master Lease and any consent of Lessee to such assignment. Notwithstanding the preceding sentence foregoing provisions of this Section 14 and so long as no Lease Default or Lease Event of Default shall have occurred, Lessee shall have the right to promptly cure any condition causing any such violation in the event thatcontest, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.any
Appears in 1 contract
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to causea) the portions of the Property other than the Premises, to be As used in this lease, “Legal Requirements” shall mean any way that violates any applicable law, codestatute, ordinance, restrictive covenantorder, encumbrancerule, governmental regulation, order, permit, approval, Project Document, decree or any provision requirement of this Lease (each a “Legal Requirement”Governmental Authority, and collectively “Governmental Authority” shall mean the “Legal Requirements”United States, the state, county, city and political subdivisions in which the Project is located or which exercises jurisdiction over the Project, and any agency, department, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Project. Tenant shall comply with (and shall indemnify Landlord for Tenant’s failure to comply with), or constitutes a nuisance or waste, and shall cause its employees, contractors and agents to comply with with, and shall use diligent efforts to cause its customers, visitors and invitees to comply with, all Legal Requirements relating to Tenant’s use, condition (to the extent of Tenant’s obligations under Article 5 below) or occupancy of the Premises (including, without limitation, all Legal Requirements applicable to Tenant’s business and operations in the Premises and Property. all orders and requirements imposed by any health officer, fire marshal, building inspector or other governmental authority, to the extent that such orders and requirements relate directly to Tenant business and operations in the Premises).
(b) Landlord represents and warrants the Premises may be used for general office purposes and storage pursuant to current zoning regulations and any covenants applicable to the Building, if any.
(c) Without limiting the provisions of the foregoing, Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all applicable Legal RequirementsRequirements regarding the environment (the “Environmental Laws”), including without limitation the Occupational Safety application for and Health Act, applicable to Tenant’s use maintenance of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certificationsthe submittal of all notices and reports, permissions proper labeling, training and the like record keeping, and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use timely and disposal of appropriate response to any chemical or radioactive or bacteriological or pathological substances or organisms Release (defined below) or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days discharge of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.substance under
Appears in 1 contract
Compliance with Legal Requirements. (a) At Tenant’s sole cost, Tenant shall not cause promptly comply with all laws and governmental rules now or permit later in force; with the Premises, requirements of any board of fire underwriters or cause other similar body now or in the future constituted; with any direction or occupancy certificate issued by public officers (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), insofar as they relate to (i) the use, or constitutes a nuisance occupancy of the Premises or waste(ii) to Alterations undertaken by Tenant, except that Tenant shall not be responsible for (a) structural changes or changes to the electrical, mechanical, or plumbing systems of the Building in connection with the Tenant Improvements constructed in accordance with Exhibit B and (b) work necessitated by defects in the construction of the Building. Landlord shall comply in a timely manner with all Legal Requirements applicable that are not Tenant’s responsibility under this Section to the Premises extent noncompliance would adversely affect Tenant’s use or occupancy of the Premises.
(b) Tenant acknowledges that Landlord has advised Tenant that certain fire-proofing and Propertyinsulating materials used in the construction of the Building contain asbestos or asbestos-containing materials (collectively, “Asbestos”). Tenant shall obtain and pay for all permits and shall promptly take all actions necessary If any Legal Requirements impose mandatory or voluntary controls or guidelines with respect to Asbestos or if Landlord otherwise so elects, Landlord may, in its sole discretion, comply with such mandatory or voluntary controls or guidelines, or elect to make such alterations or remove such Asbestos in compliance with all Legal Requirements. Such compliance or the making of alterations, including without limitation and the Occupational Safety removal of all or a portion of such Asbestos, whether in the Premises or elsewhere in the Building, shall not, in any event constitute a breach by Landlord of any provision of this Lease, relieve Tenant of the obligation to pay any Rent due under this Lease, constitute or be construed as a constructive or other eviction of Tenant, or constitute or be construed as a breach of Tenant’s quiet enjoyment. Tenant also acknowledges that Landlord has promulgated Building regulations and Health Actprocedures governing the manner in which Tenant may undertake Alterations to the Premises in those areas where Asbestos may be located, and such regulations and procedures may be modified, amended or supplemented from time to time. Prior to undertaking any Alterations in or around the Premises, Tenant shall notify Landlord, in writing, of the exact nature and location of the proposed Alterations and shall promptly supply such additional information regarding the proposed Alterations as Landlord shall request. After receipt of Tenant’s notice, Landlord shall, to the extent appropriate, supply Tenant with the Building regulations and procedures for working in areas where there is a risk of coming into contact with Asbestos. Tenant shall strictly comply with all such Building regulations and procedures established by Landlord and with all applicable Requirements. Landlord shall have the right at all times to monitor the work for compliance with the Building regulations and procedures. If Landlord determines that any of the Building regulations and/or procedures are not being strictly complied with, Landlord may immediately require the cessation of all work being performed in or around the Premises until such time as Landlord is satisfied that the applicable regulations and procedures will be observed. Landlord’s monitoring of any work in or around the Premises shall not be deemed a certification by Landlord of compliance with any Requirements or of the Building regulations and procedures or a waiver by Landlord of its right to require strict compliance with such Building regulations and procedures nor shall such monitoring relieve Tenant from any liabilities relating to such work.
(c) Tenant agrees to take all proper and necessary action to cause the Premises to be used and occupied in compliance with the Americans With Disabilities Act of 1990 (“ADA”). Tenant shall also be responsible for the cost of all work required to ensure that the Premises and the Building comply with the ADA if the obligation to do such work is due to Tenant’s use of the Premises. Notwithstanding Premises or to any Alterations (including the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain initial Alterations) installed or constructed in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Compliance with Legal Requirements. 10.1. Except as otherwise stated herein, Tenant covenants and agrees that during the Term of this Lease and any renewals or extensions thereof, Tenant shall not cause promptly comply with all present and future laws, ordinances, rules and regulations of any federal, state, local or permit other governmental authority having jurisdiction over Tenant, the Demised Premises, or cause (any occupants thereof, now or permit hereafter in force applicable to Tenant Parties or to cause) the portions condition, use or occupancy of the Property other than the Demised Premises, including but not limited to be used in any way that violates any lawthe City of Newark Zoning Verification Letter, codedated December 10, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease 2015 (each a “Legal Requirement”, and collectively the “Legal Requirements”), whether said compliance shall be ordered or constitutes a nuisance directed to or waste, and shall comply with all Legal Requirements applicable to the Premises and Propertyagainst Landlord or Tenant or both. THE OBLIGATION OF THE TENANT SHALL EXCLUDE ALL PRE-EXISTING ENVIRONMENTAL CONDITIONS. TENANT SHALL BE RESPONSIBLE FOR THOSE ENVIRONMENTAL CONDITIONS CREATED BY TENANT’S USE OF AND OPERATION ON THE PROPERTY.
10.2. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary have the right, after prior written notice to comply with all Legal RequirementsLandlord, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord contest by appropriate legal proceedings which shall be responsible for conducted diligently and in good faith in the compliance name of Landlord (if legally required) or Tenant or both (if legally required) and without cost or expense to Landlord, the Base Building Work validity or applicability of any Legal Requirement hereinabove referred to and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force have the right to delay observance thereof and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any compliance therewith until such contest is made reasonably finally determined and in good faithis no longer subject to appeal, (ii) Tenant makes provisions, including, provided that observance and compliance therewith pending the prosecution of such proceeding may be legally delayed without limitation, posting bond(s) or giving other security, reasonably acceptable to subjecting Landlord to protect any criminal liability or fine or inconvenience or fine to Landlord, the Building and the Property from and, in any liabilityevent, costs, damages or expenses arising in connection with such violation and failure Tenant covenants to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) indemnify and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising liability in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyforegoing proceedings.
Appears in 1 contract
Samples: Ground Lease Agreement (EVO Transportation & Energy Services, Inc.)
Compliance with Legal Requirements. Borrower shall cause each Tenant to comply with the terms and provisions of its respective Lease with respect to all permits and all other Legal Requirements required for the operation of the Property; provided, that to the extent any Tenant fails to comply with the terms and provisions of its respective Lease relating to all permits and all other Legal Requirements required for the operation of its respective Property, then Borrower shall fulfill each of such Tenant’s obligations with respect to all permits and all other Legal Requirements required for the operation of such Property whether or not the Lease is in effect at such time. Borrower shall notify Agent in writing within three (3) Business Days after Borrower first receives actual notice of any such noncompliance. Without the prior written consent of Agent, Borrower shall not cause seek, make or permit consent to any change in the Premiseslot or parcel boundaries, or cause (or permit Tenant Parties to cause) the portions zoning, conditions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentuse, or any provision other Laws which would constitute a violation of this Lease (each a “Legal Requirement”, the warranties and collectively the “Legal Requirements”)representations herein contained, or constitutes a nuisance would change the nature of the intended use or waste, and shall comply with all Legal Requirements applicable to occupancy of the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal RequirementsBorrower shall, including without limitation within the Occupational Safety and Health Act, applicable to Tenant’s use earlier of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request after receipt by LandlordBorrower or its agent or representative, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with deliver to Agent copies of any and all such approvals, permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained required pursuant to applicable Legal Requirements with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person improvements thereon, or entitythe occupancy, use and enjoyment thereof. Landlord Borrower shall be responsible for the compliance not initiate or consent to any zoning reclassification of any portion of the structural elements, roof and building systems to Property or seek any variance under any existing zoning ordinance or use or permit the Utility Switching Points use of any portion of the BuildingProperty in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, and rule or regulation, without the common areas prior consent of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyAgent.
Appears in 1 contract
Samples: Loan Agreement
Compliance with Legal Requirements. Tenant (a) Mortgagor shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Mortgaged Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Mortgagor represents and warrants that the Mortgaged Property is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days received by Mxxxxxxxx and to best of a request by LandlordMxxxxxxxx's knowledge, which request shall be made not more than once during each period of twelve (12) consecutive months during there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant note or notices.
(a) Mortgagor shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Mortgagee, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Mortgagee to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingMortgagor shall furnish to Mortgagee security reasonably satisfactory to Mortgagee, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non- compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Mortgagor shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Mortgaged Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Mortgage; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Mortgaged Property; (vi) the Mortgaged Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Mortgagor;
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Motels of America Inc)
Compliance with Legal Requirements. At no cost to City, Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall will promptly comply with all Legal Requirements applicable relating to the Premises or the Common Areas or the use or occupancy of the Premises or Common Areas and with any and all recorded covenants, conditions, and restrictions affecting all or any portion of the Property, whether in effect at the time of the execution of this Lease or adopted or recorded at any time later and whether or not they were considered by the parties in negotiating this Lease. It is Tenant’s obligation, at no cost to City, to cause the Premises, Common Areas, and Tenant’s uses thereof to be conducted in compliance with the Americans With Disabilities Act, 42 U.S.C. Section 12101 et seq. and any other applicable disability access Legal Requirements. Tenant shall obtain will be required to make any structural Alterations to comply with disability access Legal Requirements. Any Alteration made by or on behalf of Tenant under the provisions of this Section will comply with the provisions of Section 8.1 (Tenant Improvements and pay for all permits and shall promptly take all actions necessary Alterations) above. Tenant’s obligation to comply with all Legal RequirementsRequirements is a material part of the bargained-for consideration under this Lease. Tenant’s obligation under this Section includes its responsibility to make substantial or structural repairs and Alterations to the Premises or Common Areas (including any Alterations), including without limitation regardless of, among other factors, the Occupational Safety and Health Actrelationship of the cost of curative action to the Rent under this Lease, applicable the length of the then remaining Term, the relative benefit of the repairs to Tenant or City, the degree to which the curative action may interfere with Tenant’s use or enjoyment of the Premises. Notwithstanding Premises or Common Areas, the foregoing two sentences to likelihood that the contrary, Landlord shall be responsible for parties contemplated the compliance of the Base Building Work and the Finish Work with all particular Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successinvolved, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of whether the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due involved are related to Tenant’s particular use of the PremisesPremises or Common Areas, as opposed to the Permitted Uses generallyapplicable.
Appears in 1 contract
Samples: Lease Agreement
Compliance with Legal Requirements. Tenant shall not cause the Premises, the Property or the Complex or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, Premises to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, approval or any provision of this the Lease and Ground Lease (each a “Legal Requirement”), and collectively annoys or interferes with the “Legal Requirements”)rights of tenants of the Building or Complex, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding , the foregoing two sentences to Property or the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement DateComplex. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements permits directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological biological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to cure promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Samples: Industrial Real Estate Lease (Alexion Pharmaceuticals Inc)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the curbs adjoining the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences or Improvements or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that, except as disclosed in the Environmental Report, the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender or Trustee, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender or Trustee to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist and hold Landlord harmless from be continuing during such proceedings and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Maguire Properties Inc)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used promptly comply in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, all material respects with all present and collectively the “future Legal Requirements”), foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or constitutes a nuisance nonstructural repairs or wastealterations including, without limitation, all zoning, subdivision, building, safety and shall comply with environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Projects or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that each Project is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal notices of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord uncured material violations of any written ordersLegal Requirements have been entered or received by Borrower and to Borrower’s knowledge, warnings or violations relative to there is no basis for the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant note or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no monetary Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Project to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of the related Mortgage(s); (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result adversely affect the ownership, use or occupancy of the Project, other than in a de minimis manner; (vi) the Project or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of such contest by Borrower; (vii) Borrower shall give Lender prompt notice of the Building or the Propertycommencement of such proceedings and, or any other person or entity. Landlord shall be responsible for the compliance upon request by Lender, notice of the structural elements, roof and building systems to the Utility Switching Points status of such proceedings and/or confirmation of the Building, and the common areas continuing satisfaction of the Building conditions set forth in clauses (i) - (vi) of this Section 14.01(b); and the Property(viii) upon a final determination of such proceeding, Borrower shall take all steps necessary to comply with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyany requirements arising therefrom.
Appears in 1 contract
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or nor cause (or permit Tenant Parties to cause) the portions of the Property other than or the PremisesBuilding, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentvariance, covenants or restrictions which are of record as of the date hereof, or any provision of this the Lease (each a “Legal Requirement”), and collectively materially annoys or interferes with the “Legal Requirements”)rights of tenants of the Building, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain obtain, maintain and pay for all permits and approvals and shall promptly take all actions necessary to comply with all Legal Requirements, including including, without limitation limitation, the Occupational Safety and Health Act, applicable to Tenant’s particular use of the Premises. Notwithstanding , the foregoing two sentences Property or the Building, as opposed to general office uses or the contrary, common areas for which Landlord shall be responsible, subject to reimbursement through Operating Expenses as and to the extent provided in this Lease. Notwithstanding anything to the contrary contained herein, but subject to reimbursement through Operating Expenses as and to the extent provided in this Lease, Tenant shall not be responsible for ensuring the compliance Premises complies with law when (a) such Legal Requirements are imposed on a Building-wide basis and do not relate to Tenant’s particular manner of use of the Base Building Work Premises, the Property or the Building, (b) a notice of violation or order was issued prior to the date Tenant is given possession of the Premises, and the Finish Work with all (c) such Legal Requirements require investigating, certifying, monitoring, encapsulating, removing or in any way dealing with asbestos or Environmental Substances (as of the Commencement Datehereinafter defined) unless such asbestos or Environmental Substances were introduced by Tenant. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions permits and the like and complying with all reporting requirements approvals directly or indirectly relating or incident to: the conduct of its activities on in the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wastewaste or animals or laboratory specimens. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any written orders, notices in the nature of warnings or violations relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other providing such security, potentially including bond(s), as may be reasonably acceptable to required by Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses to the extent arising in connection with as a result of such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury injury, property damage, or property damage any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and to its best knowledge there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender or Trustee, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender or Trustee to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Morgans Hotel Group Co.)
Compliance with Legal Requirements. (a) Tenant shall not cause or permit the Premisesshall, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premisesat its sole cost and expense, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all Legal Requirements applicable affecting the Leased Property, insofar as any thereof relate to or affect Tenant’s specific use or occupancy of the Leased Property (other than general office use and uses ancillary thereto) or relate to any of Tenant’s Alterations.
(b) If, from and after the Commencement Date, any change in Legal Requirements require any alteration, renovation, improvement or replacement of all or any part of the Leased Property (each a “Code Modification”), Landlord shall make such Code Modification at Landlord’s cost and expense, and Tenant shall pay for such costs as provided in Section 7(a) above to the Premises extent that such costs are considered Operating Expenses under this Lease.
(c) Notwithstanding any language to the contrary in this Section 8, in no event shall Tenant be required to make any structural changes to the Leased Property, and Property. if any are required as part of a Code Modification or a change in Legal Requirements after the Commencement Date, for any reason, such work shall be performed by Landlord, and Tenant shall obtain and only pay for all permits such costs as provided in Section 7(a) above to the extent that such costs are considered Operating Expenses under this Lease. To the extent that such costs are incurred due to a required Code Modification resulting from Tenant’s laboratory use or other specialty use other than general office use or uses ancillary thereto, such costs shall be reimbursed as part of Operating Expenses at the time incurred.
(d) Landlord shall, at its sole cost and shall promptly take all actions necessary to comply expense, deliver the Leased Property in compliance with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work Americans with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten Disabilities Act (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally“ADA”).
Appears in 1 contract
Compliance with Legal Requirements. Tenant The Mortgaged Property and the use, operation and maintenance thereof and all activities thereon do and shall at all times comply with all applicable Legal Requirements (defined below) provided, however, Grantor may contest in good faith and by appropriate proceedings the imposition on the Mortgaged Property of any Legal Requirement provided that Grantor shall have first provided a bond or other collateral in form and amount satisfactory to Lender. The Mortgaged Property is not, and shall not cause be, dependent on any other property or permit the Premises, premises or cause (or permit Tenant Parties to cause) the portions of the Property any interest therein other than the PremisesMortgaged Property to fulfill any requirement of any Legal Requirement. Grantor shall not, by act or omission, permit any building or other improvement not subject to be used in the lien of this Mortgage to rely on the Mortgaged Property or any way that violates interest therein to fulfill any requirement of any Legal Requirement. To the best knowledge of Grantor after reasonable inquiry no part of the Mortgaged Property constitutes a nonconforming use under any zoning law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentplaning or subdivision law, or any provision of this Lease (each a “Legal Requirement”similar law or ordinance. Grantor has obtained and shall preserve in force all requisite zoning, utility, building, health and operating permits, and collectively the “Legal Requirements”)all licenses or permits for development rights, or constitutes a nuisance or wastewater use, waste disposal and shall comply with all Legal Requirements applicable other rights material to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the PremisesMortgaged Property from the governmental authorities or quasi-governmental entities having jurisdiction over the Mortgaged Property. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications If Grantor receives a notice or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received claim from any federal, statestate or local government agency or other governmental authority that the Mortgaged Property, or municipal agency any use, activity, operation or by maintenance thereof or thereon, is not in compliance with any court Legal Requirement, Grantor will promptly furnish a copy of law such notice or claim to Holder. Grantor has received no notice and shall promptly comply with and cure the conditions causing has no knowledge of any such violations noncompliance. As used in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided thatthis Mortgage: (i) the term "LEGAL REQUIREMENT" means any such contest is made reasonably Law (defined below), agreement, covenant, restriction, easement or condition (including, without limitation of the foregoing, any condition or requirement imposed by any insurance or surety company), as any of the same now exists or may be changed or amended or come into effect in the future; and in good faith, (ii) Tenant makes provisionsthe term "LAW" means any federal, includingstate or local law, without limitationstatute, posting bond(s) ordinance, code, rule, regulation, license, permit, authorization, decision, order, injunction or giving other securitydecree, reasonably acceptable domestic or foreign applicable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building Grantor or the Mortgaged Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Samples: Deed of Trust (Apartment Investment & Management Co)
Compliance with Legal Requirements. Tenant Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or wastecomply with, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary cause each Property to comply with and be operated, maintained, repaired and improved in compliance with, all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Insurance Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten material contractual obligations by which Borrower is legally bound (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other securityobligations under Major Leases). After prior written notice to Lender, reasonably acceptable to Landlord to protect LandlordBorrower, at Borrower’s expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the Building validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or a Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the Property from provisions of any liabilityinstrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, costs, damages or expenses arising in connection with such violation laws and failure to cure, ordinances; (iii) Tenant shall agree to indemnifyno Property nor any part thereof or interest therein will be in danger of being sold, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liabilityforfeited, coststerminated, damages, cancelled or expenses arising in connection with such condition and/or violation, lost; (iv) Tenant Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation in the event that it exhausts all available appeals without success, and of any Legal Requirement; (v) Tenant such proceeding shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant suspend the enforcement of the Building contested Legal Requirement against Borrower or any Property; and (vi) Borrower shall furnish such security as may be required in the Propertyproceeding, or any other person or entity. Landlord shall as may be responsible for the requested by Lender, to insure compliance of the structural elementswith such Legal Requirement, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, together with all Legal Requirements except interest and penalties payable in connection therewith. Notwithstanding the foregoing, to the extent compliance is required due the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to Tenant’s particular use of exercise any contest rights set forth in such Lease in accordance with the Premisesterms thereof and, as opposed that to the Permitted Uses generallyextent such rights conflict or are inconsistent with the provisions of this Section 5.3, the provisions set forth in such Lease shall govern and control.
Appears in 1 contract
Samples: Loan Agreement (Cole Credit Property Trust III, Inc.)
Compliance with Legal Requirements. Tenant (a) Grantor shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Trust Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Grantor represents and warrants that the Trust Property is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant date hereof, no notes or notices of violations of any Legal Requirements have been entered or received by Grantor and, to the best of Grantor's knowledge there is no basis for the entering of such note or notices.
(b) Grantor shall maintain have the right to contest by appropriate legal proceedings diligently conducted in full force good faith, without cost or expense to Beneficiary or Deed Trustee, the validity or application of any Legal Requirement and effect to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Beneficiary or Deed Trustee to any civil or criminal liability, (ii) no Default shall exist during such proceedings and such contest shall not otherwise violate any of the provisions of any of the Loan Documents, (iii) such contest shall not, (unless Grantor shall comply with the provisions of clause (viii) of this Section 14.01(b)), subject the Trust Property to any lien or encumbrance the enforcement of which is not suspended or otherwise affect the priority of the lien of this Deed of Trust; (iv) such contest shall not affect the ownership, use or occupancy of the Trust Property; (v) the Trust Property or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Grantor; (vi) in the event that the amount necessary to comply with the Legal Requirement being contested is in excess of $50,000, (A) Grantor shall give Beneficiary prompt notice of the commencement of such proceedings and, upon request by Beneficiary, notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i)-(v) of this Section 14.01(b); and (B) prior to and during such contest, Grantor shall furnish to Beneficiary security reasonably satisfactory to Beneficiary, in its discretion, against loss or injury by reason of such contest or non-compliance with such Legal Requirement and (vii) upon a final determination of such proceeding, Grantor shall take all certifications or permissions required for Tenant’s operations at the Premises. Tenant steps necessary to comply with any requirements arising therefrom.
(c) Grantor shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying comply with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained applicable Legal Requirements with respect to the Premises. Tenant shall promptly give notice to Landlord construction, use and maintenance of any written orders, warnings or violations relative vaults adjacent to the above received from Trust Property. If by reason of the failure to pay taxes, assessments, charges, permit fees, franchise taxes or levies of any federal, state, kind or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlordnature, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular continued use of the Premisesvaults adjacent to Trust Property or any part thereof is discontinued, as opposed Grantor nevertheless shall, with respect to any vaults which may be necessary for the Permitted Uses generallycontinued use of the Trust Property, take such steps (including the making of any payment) to insure the continued use of vaults or replacements.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Prime Retail Inc)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”“, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that (i) except as previously disclosed to Lender in writing, the Property is in compliance of the Base Building Work and the Finish Work in all material respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permitsdate hereof, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct no notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten received by Borrower and there is no basis for the entering of such notices and (10ii) days any violations of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained Legal Requirements with respect to the Premises. Tenant shall promptly give notice Property will not result in a Material Adverse Effect, be a threat to Landlord the health and safety of any written orders, warnings Person or violations relative impair Borrower’s ability to collect any Rent.
(b) Notwithstanding anything to the above received from contrary contained herein or in any federalof the other Loan Documents, state, or municipal agency or Borrower shall have the right to contest by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingif reasonably required by Lender, without limitationBorrower shall furnish to Lender security reasonably satisfactory to Lender, posting bond(s) in its discretion, against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual imminent danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Behringer Harvard Reit I Inc)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, Premises or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, approval or any provision of this the Lease (each a “Legal Requirement”"LEGAL REQUIREMENT"), and collectively annoys or interferes with the “Legal Requirements”)rights of tenants of the Property, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s 's use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements permits directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s reasonable 's satisfaction that Tenant’s 's decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance covenants that, upon completion of the structural elementsBase Building Work, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and shall comply with the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use provisions of the PremisesAmericans with Disabilities Act of 1990, 42 U.S.C. Section 12101 ET SEQ., as opposed to the Permitted Uses generallythen in effect.
Appears in 1 contract
Samples: Lease Agreement (Metabolix, Inc.)
Compliance with Legal Requirements. Tenant shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than or the Premises, Building to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Documentvariance, covenants or restrictions of record or any provision of this the Lease (each a “Legal Requirement”), and collectively annoys or interferes with the “Legal Requirements”)rights of tenants of the Building, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain obtain, maintain and pay for all permits and approvals and shall promptly take all actions necessary to comply with all Legal Requirements, including including, without limitation limitation, the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding , the foregoing two sentences to Property or the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement DateBuilding. Tenant shall maintain in full force and effect all certifications or permissions to provide its services required for Tenant’s operations at the Premisesby any authority having jurisdiction to authorize, franchise or regulate such services. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions permits and the like and complying with all reporting requirements approvals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; , transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical wastewaste or animals or laboratory specimens. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise reasonably requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, state or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementswarnings or violations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (ia) any such contest is made reasonably and in good faith, (iib) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iiic) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (ivd) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (ve) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not not, in Landlord’s good faith determination, be likely to result in any actual or threatened bodily injury injury, property damage, or property damage any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.
Appears in 1 contract
Samples: Lease Agreement (Curis Inc)
Compliance with Legal Requirements. Tenant Lessee shall not cause at all ---------------------------------- times, at Lessee's own cost and expense, perform and comply with all laws, rules, orders, ordinances, regulations and requirements now or permit hereafter enacted or promulgated, of every government and municipality having jurisdiction over the PremisesLeased Property and of any agency thereof, relating to the Leased Property, or cause the Improvement, or the facilities or equipment thereon or therein, or the streets, sidewalks, vaults, vault spaces, curbs and gutters adjoining the Leased Property, or the appurtenances to the Leased Property, or the franchise and privileges connected therewith (collectively, "Legal Requirements"), whether or permit Tenant Parties to cause) the portions not such Legal Requirements so involved shall necessitate structural changes, improvements, interference with use and enjoyment of the Property other than the PremisesLeased Property, replacements or repairs, extraordinary as well as ordinary, and Lessee shall so perform and comply, whether or not such Legal Requirements shall now exist or shall hereafter be enacted or promulgated, and whether or not such Legal Requirements can be said to be used in any way that violates any lawwithin the present contemplation of the parties hereto. Lessee shall, codeat its expense, ordinancecomply with all provisions of insurance policies required pursuant to Section 15 hereof, restrictive covenantand with the provisions of all Material Permitted Liens and all Material contracts, encumbranceagreements, governmental regulation, order, permit, approval, Project Document, or any provision instruments and restrictions existing at the commencement of this Lease (each a “Legal Requirement”or thereafter suffered or permitted by Lessee, and collectively affecting the “Legal Requirements”)Leased Property or any part thereof or the ownership, occupancy, use, operation or constitutes a nuisance or waste, and possession thereof. Lessee shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences to the contrary, Landlord shall be responsible for the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with the terms of and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of perform its obligations under the preceding sentence any assignment to promptly cure Senior Lender of this Lease and any condition causing any consent of Lessee to such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyassignment.
Appears in 1 contract
Compliance with Legal Requirements. (a) Tenant shall not cause or permit the Premises, or cause (the Premises or permit Tenant Parties to cause) the portions of the Property other than or the PremisesBuilding, to be used in any way that violates any applicable law, code, ordinance, restrictive covenant, encumbrancecovenant or other encumbrance of record, governmental regulation, order, permit, approval, Project Document, approval or any provision of this Lease other governmental consent (each a “Legal Requirement”), and collectively or that unreasonably interferes with the “Legal Requirements”)use of other portions (i.e., other than the Premises) of the Property by other tenants of the Property, or constitutes a nuisance or waste. Tenant shall, at its sole cost and shall comply expense, be responsible for material compliance with all Legal Requirements applicable to the Premises (or to the Property by reason of Tenant’s use and Propertyoccupancy of the Premises) or to Tenant’s use thereof. Tenant The foregoing notwithstanding, Landlord, and not Tenant, shall obtain be responsible for making all improvements and pay for all permits and shall promptly take all actions necessary alterations to the common areas of the Building which are required to cause the same to comply with all present and future Legal Requirements, including without limitation Requirements (the Occupational Safety and Health Act, applicable cost of which shall be included in Operating Expenses pursuant to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Section 7.01(b) to the contraryextent permitted thereby). Furthermore, Landlord Tenant shall not be responsible for any violation of a Legal Requirement or Environmental Law (i) that occurred prior to the compliance Date of Lease, (ii) that occurred in connection with the Base Building Work and or (iii) to the Finish Work with all Legal Requirements as extent that such violation was caused by the negligence or willful misconduct of the Commencement Date. Landlord or Landlord’s agents, employees or contractors.
(b) Tenant shall maintain be responsible, at its sole cost and expense, for procuring and maintaining in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring effect, and complying at all times with with, any and all necessary permits, certifications, permissions and the like and complying with all any reporting requirements directly relating or incident to: to the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days Business Days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of LandlordLandlord or prospective purchaser of the Property, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are that, to the best of Tenant’s knowledge, Tenant is in material compliance with all Legal Requirements and Environmental Laws applicable to its use and occupancy of the permits that Premises, or, if applicable, identifying any violations of which Tenant possesses or has obtained with respect is aware and which are Tenant’s obligation to cure under the Premisesterms hereof, and setting forth the steps which Tenant is taking to cure such violations. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to resulting from Tenant’s use or occupancy of, or any condition within, the above Premises (including building code violations, fire safety code violations, wastewater management violations, OSHA violations, or violations of Legal Requirements (including Environmental Laws)) received from any federal, state, or municipal agency or by any court of law and within ten (10) Business Days after Tenant’s receipt of such notice and, to the extent that the cure of such violation is Tenant’s obligation hereunder, shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirementsviolations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation violation, or apply for a variance or permission to allow such use by appellate or other proceedings permitted under applicable lawLegal Requirements, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisionsprovisions reasonably acceptable to Landlord, including, without limitation, including posting bond(s) or giving other security, security reasonably acceptable to Landlord Landlord, to protect LandlordLandlord and its mortgagees, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and its mortgagees harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, except to the extent to which such condition was caused by the negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without successits appeal of such violation is overruled or rejected, and (v) Tenant shall certify to Landlord’s and its mortgagees’ reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, Property or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas (vi) this Lease is in full force and effect and no Event of the Building Default has occurred and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallythen continuing.
Appears in 1 contract
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant date hereof, no notes or notices of violations of any Legal Requirements have been entered or received by Borrower and there is no basis for the entering of such notes or notices.
(b) Borrower shall maintain have the right to contest by appropriate legal proceedings diligently conducted in full force good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and effect to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) prior to and during such contest, Borrower shall furnish to Lender security reasonably satisfactory to Lender, in its reasonable discretion, against loss or injury by reason of such contest or non-compliance with such Legal Requirement, (iii) no Event of Default shall exist during such proceedings and such contest shall not otherwise violate any of the provisions of any of the Loan Documents, (iv) such contest shall not (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any lien or encumbrance the enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) such contest shall not affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any immediate danger of being sold, forfeited or lost by reason of such contest by Borrower; (vii) Borrower shall give Lender prompt notice of the commencement of such proceedings and, upon request by Lender, notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) — (vi) of this Section
14.01 (b); and (viii) upon a final determination of such proceeding, Borrower shall take all certifications or permissions required for Tenant’s operations at the Premises. Tenant steps necessary to comply with any requirements arising therefrom.
(c) Borrower shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying comply with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained applicable Legal Requirements with respect to the Premises. Tenant shall promptly give notice to Landlord construction, use and maintenance of any written orders, warnings or violations relative vaults adjacent to the above received from Property. If by reason of the failure to pay taxes, assessments, charges, permit fees, franchise taxes or levies of any federal, state, kind or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlordnature, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant continued use of the Building vaults adjacent to Property or any part thereof is discontinued, Borrower nevertheless shall, with respect to any vaults which may be necessary for the continued use of the Property, or take such steps (including the making of any other person or entity. Landlord shall be responsible for payment) to ensure the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular continued use of the Premises, as opposed to the Permitted Uses generallyvaults or replacements.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc)
Compliance with Legal Requirements. Tenant (a) Borrower shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements, foreseen and unforeseen, ordinary and extraordinary, whether requiring structural or nonstructural repairs or alterations including, without limitation, all zoning, subdivision, building, safety and environmental protection, land use and development Legal Requirements, all Legal Requirements which may be applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary to comply with all Legal Requirements, including without limitation curbs adjoining the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises. Notwithstanding the foregoing two sentences Property or to the contraryuse or manner of use thereof, Landlord shall be responsible for and all rent control, rent stabilization and all other similar Legal Requirements relating to rents charged and/or collected in connection with the Leases. Borrower represents and warrants that the Property is in compliance of the Base Building Work and the Finish Work in all respects with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications date hereof, no notes or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct notices of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal violations of any chemical Legal Requirements have been entered or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request received by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during Borrower and there is no basis for the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu entering of such cure, Tenant notes or notices.
(b) Borrower shall have the right to contest the validity of such violation by appellate or other appropriate legal proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and diligently conducted in good faith, without cost or expense to Lender, the validity or application of any Legal Requirement and to suspend compliance therewith if permitted under applicable Legal Requirements, provided (i) failure to comply therewith may not subject Lender to any civil or criminal liability, (ii) Tenant makes provisionsprior to and during such contest, includingBorrower shall furnish to Lender security reasonably satisfactory to Lender, without limitationin its discretion, posting bond(s) against loss or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages injury by reason of such contest or expenses arising in connection non-compliance with such violation and failure to cureLegal Requirement, (iii) Tenant no Default or Event of Default shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) exist during such proceedings and hold Landlord harmless from and against such contest shall not otherwise violate any and all liability, costs, damages, or expenses arising in connection with such condition and/or violationof the provisions of any of the Loan Documents, (iv) Tenant such contest shall promptly cure not, (unless Borrower shall comply with the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any violation in lien or encumbrance the event that it exhausts all available appeals without success, and enforcement of which is not suspended or otherwise affect the priority of the lien of this Security Instrument; (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure contest shall not result affect the ownership, use or occupancy of the Property; (vi) the Property or any part thereof or any interest therein shall not be in any actual danger of being sold, forfeited or threatened bodily injury or property damage to Landlord, any tenant or occupant lost by reason of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generally.such contest by Borrower;
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Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (CNL Hotels & Resorts, Inc.)
Compliance with Legal Requirements. (i) Landlord represents and warrants to the Tenant that the Building, the Parking Facilities and the Leased Premises are or will be in compliance with all applicable Legal Requirements, including the Americans With Disabilities Act, at the Lease Commencement Date, and that Landlord is not now aware of any Legal Requirements that will go into effect subsequent to that date which have not been incorporated in the design and construction of the Building, the Parking Facilities and the Leased Premises.
(ii) Tenant, at its expense, shall make any Alterations required after the Lease Commencement Date to comply with Legal Requirements to the extent the obligation to comply with such Legal Requirements arises uniquely from Tenant's use or manner of use of the Leased Premises and not from any general office or educational use.
(iii) Neither Landlord nor Tenant shall not cause use or permit occupy the Leased Premises, or cause (or knowingly permit Tenant Parties to cause) the portions of the Property other than the Leased Premises, the Building or the Parking Facilities to be used or occupied in violation of any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”). Specifically, or constitutes a nuisance or waste, and shall comply with all Legal Requirements applicable to the Premises and Property. Tenant shall obtain and pay for all permits and shall promptly take all actions necessary is obligated to comply with all provisions of the Americans With Disabilities Act applicable to Alterations made to the Leased Premises beyond those to be made by Landlord as part of Landlord's work, and Landlord is responsible for all other forms of compliance.
(iv) If, after the commencement of the Term, any governmental authority shall contend or declare that the Leased Premises or the Building are being used for a purpose which is in violation of any Legal Requirements, including without limitation the Occupational Safety and Health Act(i) Tenant shall, applicable to Tenant’s upon five days' notice from Landlord, immediately discontinue such use of the Leased Premises. Notwithstanding , unless Tenant has in the foregoing two sentences interim, undertaken to challenge the claim, and the continuation of such challenge does not jeopardize Landlord's interest in the Building (whether through bonding or by way of the limited nature of remedies available to the contrarygovernmental authority), and (ii) Landlord shall seek to discontinue such use in a manner that avoids any adverse consequences to Tenant, including disruption of service and/or utilities. If thereafter the governmental authority asserting such violation threatens, commences or continues proceedings against Landlord for Tenant's failure to discontinue such use, in addition to any and all rights, privileges and remedies given to Landlord under this Lease for default therein, Landlord shall be responsible for have the compliance of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Dateright to terminate this Lease forthwith. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permitssave, certificationsdefend, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give notice to Landlord of any written orders, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that: (i) any such contest is made reasonably and in good faith, (ii) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such violation and failure to cure, (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) indemnify and hold harmless Landlord harmless from and against any and all liability, costs, damages, liability for any such violation or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify violations resulting from Tenant's actions or failure to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entitytake action. Landlord shall be responsible save, defend, indemnify and hold harmless Tenant from and against any liability for the compliance of the structural elements, roof and building systems any violation or violations resulting from Landlord's actions or failure to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallytake action.
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Compliance with Legal Requirements. Tenant (a) Throughout the Term, Tenant, at its own sole cost and expense, shall not cause or permit the Premises, or cause (or permit Tenant Parties to cause) the portions of the Property other than the Premises, to be used in any way that violates any law, code, ordinance, restrictive covenant, encumbrance, governmental regulation, order, permit, approval, Project Document, or any provision of this Lease (each a “Legal Requirement”, and collectively the “Legal Requirements”), or constitutes a nuisance or waste, and shall promptly comply with all present and future Legal Requirements foreseen or unforeseen, ordinary as well as extraordinary, that are applicable to the Leased Premises or any part thereof, the appurtenances thereof and Property. Tenant shall obtain the sidewalks, alleyways, passageways, planters and pay for all permits shrubbery, curbs and shall promptly take all actions necessary vaults adjoining the Leased Premises or to comply with all Legal Requirements, including without limitation the Occupational Safety and Health Act, applicable to Tenant’s use or manner of use of the Premises. Notwithstanding Leased Premises or the foregoing two sentences to owners, tenants or occupants thereof, whether or not any such Legal Requirements shall necessitate structural changes or improvements or interfere with the contrary, Landlord shall be responsible for the compliance use or enjoyment of the Base Building Work and the Finish Work with all Legal Requirements as of the Commencement Date. Tenant shall maintain in full force and effect all certifications or permissions required for Tenant’s operations at the Leased Premises. Tenant shall be solely responsible also procure, pay for procuring and complying maintain all permits, licenses, approvals and other authorizations (collectively, "Permits") necessary for the operation of its business at all times the Leased Premises and the lawful use and occupancy of the Leased Premises in connection therewith.
(b) Tenant shall, at its own sole cost and expense, observe and comply or cause observance and compliance with any the requirements of the policies of public liability, fire and all necessary permits, certifications, permissions and the like and complying with all reporting requirements directly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation; transportation, storage, handling, use and disposal of other insurance at any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any mortgagee of Landlord, Tenant shall furnish Landlord with copies of all such permits that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained time in force with respect to the Leased Premises. , and Tenant shall promptly give notice to Landlord of any written ordersshall, warnings or violations relative to the above received from any federal, state, or municipal agency or by any court of law and shall promptly comply with and cure the conditions causing any such violations in accordance with applicable Legal Requirements. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event thatof any violation or attempted violation of the provisions of this subsection (b) and subsection (a) by any subtenant or other occupant of the Leased Premises, in lieu of such curetake steps, Tenant shall contest the validity immediately upon knowledge of such violation or attempted violation, as may be permitted by appellate law to remedy or other proceedings permitted under applicable lawprevent the same, provided that: as the case may be.
(ic) any such Tenant shall have the right, after Notice to Landlord, to contest is made reasonably and by appropriate legal proceedings, diligently conducted in good faith, in the name of Tenant or Landlord or both, the validity or application of any Legal Requirements of the nature referred to in subsection (a) and regulations of Insurance Boards and insurance companies, and Landlord, on written request, shall execute and deliver any appropriate papers which may be necessary or proper to permit Tenant so to contest the validity or application of any such Legal Requirement, subject to the following:
(i) If by the terms of any such Legal Requirement, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Tenant or Landlord to any liability, civil or criminal, for failure so to comply therewith, or if any lien, charge or civil liability would be incurred by reason of any such delay, the same would not subject the Leased Premises or any part thereof to forfeiture, loss or suspension of operation, and Tenant
(a) furnishes Landlord security reasonably satisfactory to Landlord against any loss or injury by reason of such contest or delay and (b) prosecutes the contest with due diligence, then Tenant may delay compliance therewith until the final determination of any such proceeding.
(ii) Tenant makes provisions, including, without limitation, posting bond(s) covenants that Landlord shall not suffer or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from sustain any liability, costs, damages expenses or expenses arising in connection with such violation and failure liabilities by reason of any act or thing done or omitted to cure, be done by Tenant pursuant to this subsection (iii) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all liability, costs, damages, or expenses arising in connection with such condition and/or violation, (iv) Tenant shall promptly cure any violation in the event that it exhausts all available appeals without success, and (v) Tenant shall certify to Landlord’s reasonable satisfaction that Tenant’s decision to delay such cure shall not result in any actual or threatened bodily injury or property damage to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Landlord shall be responsible for the compliance of the structural elements, roof and building systems to the Utility Switching Points of the Building, and the common areas of the Building and the Property, with all Legal Requirements except to the extent compliance is required due to Tenant’s particular use of the Premises, as opposed to the Permitted Uses generallyc).
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