Condition of Demised Premises Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises.
Leased Premises Lessor hereby leases to Lessee, and Lessee leases and takes from Lessor, the Leased Premises subject to the conditions of this Lease.
The Premises Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto, and an outline of the Project is set forth in Exhibit A-1 attached hereto. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the “Building,” as that term is defined in Section 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease, Tenant shall accept the Premises in its presently existing “as-is” condition and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease. However, notwithstanding the foregoing, Landlord agrees that base Building electrical, mechanical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good working order and the roof shall be water tight as of the date Landlord delivers possession of the Premises to Tenant. Except to the extent caused by the acts or omissions of Tenant or any Tenant Parties (as defined in Section 10.13 below) by any alterations or improvements performed by or on behalf of Tenant, if such systems and/or the roof are not in good working order as of the date possession of the Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within ninety (90) days following the date Landlord delivers possession of the Premises to Tenant, Landlord shall be responsible for repairing or restoring the same at Landlord’s sole cost and expense. Subject to any repairs or restoration required by the immediately preceding sentence, the commencement of business operations from the Premises by Tenant shall presumptively establish that the Premises and the Building were at such time in good and sanitary order, condition and repair. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises, the Building and the Project have not undergone inspection by a Certified Access Specialist (CASp).
Demised Premises 1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for the term and upon the terms, conditions, covenants and agreements hereinafter provided, the Premises. The Premises consist of space which: (i) is located on the floor or floors of the Building as is specified in Item B(1) of the Basic Lease Provisions, (ii) is located in one or more areas or parts of each such floor, and (iii) is bounded by the proposed or existing demising walls therefor, the approximate locations of such demising walls and space being marked in color or crosshatched and shown on the diagram(s) of the floor plan for each such floor, such diagram(s) being attached to this Lease as Exhibit A and made a part hereof. The Premises is to be known and called by the Suite Number or Numbers specified in Item B(1) of the Basic Lease Provisions. The appropriate number of rentable square feet contained in the Premises, as determined by Landlord, for identification purposes only, is specified in Item B(1) of the Basic Lease Provisions (the "Rentable Area"). The lease of the Premises includes the right, together with other tenants of the Building and members of the public, to use the common public areas of the Building, but includes no other rights not specifically set forth herein. Landlord shall finish the Premises as set forth in Exhibit B attached hereto and made a part hereof. It is understood and agreed that Landlord will not make and is under no obligation to make, any alterations, decorations, additions or improvements in or to the Premises, structural or otherwise, except as set forth in Exhibit B. Landlord agrees to deliver possession of the Premises to Tenant and Tenant agrees to accept the same from Landlord, upon written notice from Landlord to Tenant, that Landlord's work in the Premises described in Exhibit B has been substantially completed.
Subleased Premises Sublandlord does hereby sublease to Subtenant, and Subtenant subleases and rents from Sublandlord, the Premises (the “Subleased Premises”).
Damage or Destruction of Premises If the Premises, the Unit or the Building or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.
Surrender of Demised Premises Upon the expiration or earlier termination of this Lease with respect to all or any portion of any Demised Premises, whether on the Expiration Date with respect to the entire Demised Premises, on any Property Termination Date with respect any individual Demised Premises or otherwise, Tenant shall surrender and deliver the applicable Demised Premises to Landlord (a) vacant and free from all subtenants, licensees or other occupants (other than pursuant to subleases for which Landlord has granted a Subtenant SNDA), (b) in at least the same condition as the condition of such Demised Premises on the Commencement Date, ordinary wear and tear excepted and except as repaired, restored, altered or added to as permitted or required by the provisions of this Lease, (c) in compliance in all material respects with all applicable Property Requirements, (d) with all Tenant’s Property and all Alterations (other than Permissible Alterations that Tenant elects not to remove) removed, and with such Demised Premises repaired and restored in accordance with the terms hereof following any such removal and (e) free and clear of all Encumbrances first arising after the Commencement Date, other than Permitted Encumbrances (except for any Excepted Liens not Bonded by Tenant, Tenant hereby acknowledges that Tenant shall in all events remain liable for the discharging or Bonding of all Excepted Liens in accordance with the terms of this Lease) (the foregoing, collectively, the “Required Return Condition”). Notwithstanding the foregoing, solely to the extent that any such termination of this Lease results from a Casualty or a Condemnation, the foregoing clauses (b), (c) and (d) shall not apply to the portion of the applicable Demised Premises affected by such Casualty or Condemnation and Tenant’s obligations with respect thereto shall instead be as provided in Article XII.
Sublease Premises On and subject to the terms and conditions below, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the Sublease Premises.
Destruction of Leased Premises In the event the Premises shall be partially or totally destroyed as the result of a peril insured against by the insurance policies carried by Landlord and such damage renders the Premises partially or totally untenantable, Landlord shall repair the Premises to the lesser of (i) with respect to the Premises, the condition of the Premises inclusive of Landlord improvements, but exclusive of Tenant improvements, as of lease commencement adjusted for ordinary wear and tear; or (ii) the extent of the insurance proceeds actually received by Landlord allocable to the Premises plus insurance proceeds received by Tenant for the risks set forth herein, which Tenant shall promptly pay over to Landlord to the extent of the costs incurred by Landlord in such repairs and reconstruction in excess of the insurance proceeds, if any, received directly by Landlord. Tenant's insurance carriers shall have not recourse against the Landlord for reimbursement. The Fixed Minimum Rental and other charges shall be abated in proportion to the amount of the Leased Premises rendered untenantable until so repaired. If: (i) more than Twenty percent (20%) of the floor area of the building in which the Leased Premises are located shall be damaged or destroyed by fire or other insured casualty; or (ii) if there is less than Three (3) years of the term of this Lease remaining; (iii) or if in Landlord's opinion the Premises is so extensively or substantially damaged so that reconstruction is impracticable; then Landlord may either elect that the Premises may be repaired or rebuilt or, at its sole option, terminate this Lease by giving Notice to Tenant of its election to so terminate, such Notice to be given within Ninety (90) days after the occurrence of such damage or destruction, and Tenant's obligations to pay rent shall cease as of such date. If Landlord is required or elects to repair or rebuild the Leased Premises as herein provided, Tenant shall repair or replace its merchandise, trade fixtures, furnishings, and equipment in a manner and to at least a condition equal to that prior to its damage or destruction. Tenant shall diligently undertake such repair or replacement in cooperation with Landlord and shall complete such replacement or repair no later than Thirty (30) days after Landlord notifies Tenant that the Premises are ready for occupancy and all rent and other charges shall resume in full as of such date. Landlord and Tenant shall agree upon an equitable reduction in Rent in the event this Lease is not terminated and the Premises or the Leased Premises are damaged or destroyed to such an extent that it materially and adversely affects Tenant's business. Such abatement shall in no event exceed the proportion of the square footage of the Premises which is not tenantable.
Leased Property Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord's right, title and interest in and to all of the following (collectively, the "Leased Property"):
