CONDITION OF LICENSED PREMISES. Exult has examined and agrees to accept the Licensed Premises “as is”, in its currently existing condition and understands that no work is to be performed by BMO in connection with Exult ‘s use and occupancy thereof, except that BMO shall, at its sole cost and expense, (i) deliver to Exult possession of the Licensed Premises in broom clean condition on the Commencement Date, along with the BMO Furnishings, and (ii) on or prior to the Commencement Date, perform in compliance with all applicable laws and contractual obligations, the improvements (the “Work”) described in Exhibit C hereto; provided, that Exult shall pay for any such improvements Exult shall at all times at its own expense (subject to BMO’s obligation under this Agreement to provide janitorial service) keep the Licensed Premises and its contents, including, without limiting the generality of the foregoing, all leasehold improvements, fixtures, doors, walls, floors and ceilings in a neat, clean and tidy condition, painted and decorated, and in good and substantial repair. Exult agrees that it shall not make any alterations, improvements or installations in the Licensed Premises without the prior written consent of BMO, except that Exult may alter the Licensed Premises without BMO’s consent if such alterations (i) are non-structural, (ii) do not exceed [***]* in total cost in each instance, (iii) comply with BMO’s reasonable rules and regulations, (iv) do not impact on Building HVAC, electrical, life safety, or plumbing systems, and (v) comply with all local laws, rules and ordinances. Any work shall be performed only by competent persons whose labour affiliations are compatible with those of others employed by BMO or its contractors. In performing any work, Exult, its employees, agents and invitees shall not interfere with the use and enjoyment of other tenants’ premises or with the use and enjoyment of the common areas. Notwithstanding anything to the contrary in this Agreement, Exult is permitted, at its own cost, to erect signage or other branding equal in prominence and size to any BMO signage or branding in the Licensed Premises and, subject to BMO’s consent, which shall not be unreasonably withheld, in the elevator lobby of each floor serving the Licensed Premises. Exult shall not be THIS DOCUMENT IS INCLUDED IN SERVICES AGREEMENT NUMBER 1 FOR REFERENCE, SUBJECT TO FINALIZATION BY THE PARTIES. entitled to any signage or other branding in the main lobby of the Building or on the exterior of the Building or that may otherwise be visible from the exterior of the Building; provided, Exult shall be entitled to list its office space in any general lobby directory. If Exult elects to provide its own computer hardware and software necessary for the conduct of its business, (a) Exult and BMO shall coordinate the technical configurations for network and voice systems for Exult’s business operations within the Licensed Premises and (b) BMO shall grant Exult permission to house Exult’s switching equipment in a small locked cabinet within BMO’s closet located in the adjacent portion of BMO’s leased premises. Exult’s network shall be operational for access to Exult data upon connecting BMO’s cabling from Exult’s desktop equipment in the Licensed Premises to Exult’s DSL switch in BMO’s closet. Exult shall have access to BMO data for the sole purpose of performing the Services defined in the Service Agreement, via a remote, secure T-1 firewall connection. Subject to Section 7 below, except for either party’s liability for its own [***]* or [***]*, neither party shall have any liability to the other for any consequential, indirect, special, incidental or punitive damages arising from or relating to the Licensed Premises, their obligations under this Agreement or otherwise, including for loss of data, lost profits, loss of goodwill or otherwise, even if either has been advised of the possibility of such damages.
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CONDITION OF LICENSED PREMISES. Exult has examined and agrees to accept the Licensed Premises “as is”, in its currently existing condition and understands that no work is to be performed by BMO in connection with Exult ‘s use and occupancy thereof, except that BMO shall, at its sole cost and expense, (i) Licensor shall deliver to Exult possession of the Licensed Premises to Licensee in broom clean condition their "as is" condition. Licensee may use the furnishings, fixtures and equipment currently existing in the Licensed Premises, if any, as described on the Commencement Date, along with the BMO Furnishings, and (ii) on or prior to the Commencement Date, perform in compliance with all applicable laws and contractual obligations, the improvements Exhibit A (the “Work”) described in Exhibit C hereto; provided, that Exult "FF&E"). Licensee shall pay for any such improvements Exult shall at all times at its own expense (subject to BMO’s obligation under this Agreement to provide janitorial service) maintain and keep the Licensed Premises FF&E in good condition and its contents, including, without limiting the generality of the foregoing, all leasehold repair. Licensee shall make no improvements, fixtures, doors, walls, floors and ceilings in a neat, clean and tidy condition, painted and decorated, and in good and substantial repair. Exult agrees that it shall not make any alterations, improvements or installations modifications in the Licensed Premises without the prior written consent of BMO, except that Exult may alter the Licensed Premises without BMO’s consent if such alterations (i) are non-structural, (ii) do not exceed [***]* in total cost in each instance, (iii) comply with BMO’s reasonable rules and regulations, (iv) do not impact on Building HVAC, electrical, life safety, or plumbing systems, and (v) comply with all local laws, rules and ordinances. Any work shall be performed only by competent persons whose labour affiliations are compatible with those of others employed by BMO or its contractors. In performing any work, Exult, its employees, agents and invitees shall not interfere with the use and enjoyment of other tenants’ premises or with the use and enjoyment of the common areas. Notwithstanding anything to the contrary in this Agreement, Exult is permitted, at its own cost, to erect signage or other branding equal in prominence and size to any BMO signage or branding in the Licensed Premises and, subject to BMO’s consentLicensor, which shall not consent may be unreasonably withheld, withheld in the elevator lobby of each floor serving the Licensed PremisesLicensor’s sole discretion. Exult shall not be THIS DOCUMENT IS INCLUDED IN SERVICES AGREEMENT NUMBER 1 FOR REFERENCE, SUBJECT TO FINALIZATION BY THE PARTIES. entitled to any signage or other branding in the main lobby of the Building or on the exterior of the Building or Licensee expressly understands and jointly and severally agrees that may otherwise be visible from the exterior of the Building; provided, Exult shall be entitled to list its office space in any general lobby directory. If Exult elects to provide its own computer hardware and software necessary for the conduct of its business, (a) Exult and BMO shall coordinate the technical configurations for network and voice systems for Exult’s business operations within the Licensed Premises and Buildings present risks to Licensee and their invitees. These risks can include, among others (b) BMO shall grant Exult permission by way of example and without limitation): dangers of friction with other licensees and people who are at the Building (“Others”), collision with fixed or moving objects; equipment or computer failure; Others’ negligent or wrongful conduct; inadequate training; use of equipment or materials provided by the Licensor; risks associated with the consumption of food and drink served on the premises by the Licensor and consumed voluntarily by Licensee; personal safety; rules and regulations; communication; defamation; disability access; risks related to house Exult’s switching equipment in a small locked cabinet within BMO’s closet located in traveling on the adjacent portion road; Licensed Premises and Buildings condition and/or maintenance; disease risks; risks associated with health care; injury to any part of BMO’s leased premisesthe body, scratches, bruises, strains, sprains, contusions, falls, fractures; physical violence; verbal abuse; sexual abuse by Others; loss of income and/or career and earning opportunities; minor or serious injury and/or death. Exult’s network shall be operational Licensee are responsible for access to Exult data upon connecting BMO’s cabling from Exult’s desktop equipment in researching and evaluating the risks they may face as licensees of the Licensed Premises and are responsible for their actions. Any activities that Licensee may take part in at the Building will be considered to Exult’s DSL switch have been undertaken with Licensee’ approval and understanding of any and all risks involved. This includes, but is not limited to, risks associated with the consumption of alcoholic beverages and/or drugs or other intoxicants (whether legal or illegal), property loss, injury to person or property, or death arising out of traffic accidents, assault, and theft or other activities. It is Licensee’ intention that this assumption of all risks shall be legally binding and a complete bar to any action by Licensee, Licensee’ heirs, personal representatives, relatives and assigns and officers, directors, owners, shareholders, partners, principals, affiliates, subsidiaries, members, economic interest holders, trustees, beneficiaries, heirs, predecessors, successors, assigns, employees, agents, insurers, representatives, attorneys, and all persons acting for, under or in BMO’s closetcontract with them. Exult shall have access This assumption of risk applies to BMO data for the sole purpose all activities arising out of, associated with or resulting directly or indirectly from Licensee’ use of performing the Services defined in the Service Agreement, via a remote, secure T-1 firewall connection. Subject to Section 7 below, except for either party’s liability for its own [***]* or [***]*, neither party shall have any liability to the other for any consequential, indirect, special, incidental or punitive damages arising from or relating to the Licensed Premises, their obligations under this Agreement or otherwisePremises and Building, including for loss of data, lost profits, loss of goodwill or otherwise, even if either has been advised of the possibility of such damagesbut not limited to those risks listed above.
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Samples: Use License
CONDITION OF LICENSED PREMISES. Exult has examined and agrees to accept the Licensed Premises “as is”, in its currently existing condition and understands that no work is to be performed by BMO Prudential in connection with Exult ‘s use and occupancy thereof, except that BMO Prudential shall, at its sole cost and expense, (i) [***]* deliver to Exult possession of the Licensed Premises in broom clean condition on the Commencement Date, along Date [optional: furnished with the BMO Furnishings, and (ii) on or prior to the Commencement Date, perform in compliance with all applicable laws and contractual obligations, the improvements (the “Work”) described in Exhibit C hereto; provided, that Exult shall pay for any such improvements Exult shall at all times at its own expense (subject to BMO’s obligation under this Agreement to provide janitorial service) keep the Licensed Premises and its contents, including, without limiting the generality of the foregoing, all leasehold improvements, fixtures, doors, walls, floors and ceilings in a neat, clean and tidy condition, painted and decorated, and in good and substantial repair. Prudential Furnishings [***]*] Exult agrees that it shall not make any alterations, improvements or installations in the Licensed Premises without the prior written consent of BMOPrudential and Landlord, except that Exult may alter the Licensed Premises without BMOPrudential’s consent and Landlord’s consent, if such alterations (i) are non-structural, (ii) do not exceed [***]* in total cost in each instance, (iii) comply with BMOLandlord’s reasonable rules and regulations, (iv) do not impact on Building HVAC, electrical, life safety, or plumbing systems, and (v) comply with all local laws, rules and ordinances. Any work shall Excepting the Work to be performed only by competent persons whose labour affiliations are compatible Prudential and as otherwise expressly set forth in this Agreement, Exult acknowledges that Prudential makes no representation or warranty with those of others employed by BMO or its contractors. In performing any work, Exult, its employees, agents and invitees shall not interfere with respect to the use and enjoyment of other tenants’ premises or with the use and enjoyment condition of the common areasLicensed Premises. Notwithstanding anything to the contrary in this Agreement, Exult is permitted, at its own cost, to erect signage or other branding equal in prominence and size to any BMO Prudential signage or branding in the Licensed Premises andPremises, subject to BMOPrudential’s and Landlord’s prior written consent, which shall not be unreasonably withheld, in the elevator lobby of each floor serving the Licensed Premises. Exult shall not be THIS DOCUMENT IS INCLUDED IN SERVICES AGREEMENT NUMBER 1 FOR REFERENCE, SUBJECT TO FINALIZATION BY THE PARTIES. entitled to any signage or other branding in the main lobby of the Building or on the exterior of the Building or that may otherwise be visible from the exterior of the Building; provided, Exult shall be entitled to list solely responsible for providing its office space in any general lobby directory. If Exult elects to provide its own computer hardware and software necessary for the conduct of its business, (a) . Exult and BMO Prudential shall coordinate the technical configurations for network and voice systems for Exult’s business operations within the Licensed Premises and (b) BMO shall grant Exult permission to house Exult’s switching equipment in a small locked cabinet within BMO’s closet located in the adjacent portion of BMO’s leased premisesPremises. Exult’s network shall be operational for access to Exult data upon connecting BMO’s cabling from Exult’s desktop equipment in the Licensed Premises to Exult’s DSL switch in BMO’s closet. Exult shall have access to BMO data for the sole purpose of performing the Services defined in the Service Agreement, via a remote, secure T-1 firewall connection. [***]* Subject to Section 7 Article 13 below, except for either party’s liability for its own [***]* gross negligence or [***]*willful misconduct, neither party shall have any liability to the other for any consequential, indirect, special, incidental or punitive damages arising from or relating to the Licensed Premises, their obligations under this Agreement or otherwise, including for loss of data, lost profits, loss of goodwill or otherwise, even if either has been advised of the possibility of such damages.
Appears in 1 contract
Samples: Services Agreement (Exult Inc)
CONDITION OF LICENSED PREMISES. Exult has examined and agrees to accept the Licensed Premises “as is”, in its currently existing condition and understands that no work is to be performed by BMO in connection with Exult ‘s use and occupancy thereof, except that BMO shall, at its sole cost and expense, (i) deliver to Exult possession of the Licensed Premises in broom clean condition on the Commencement Date, along with the BMO Furnishings, and (ii) on or prior to the Commencement Date, perform in compliance with all applicable laws and contractual obligations, the improvements (the “Work”) described in Exhibit C hereto; provided, that Exult shall pay for any such improvements Exult shall at all times at its own expense (subject to BMO’s obligation under this Agreement to provide janitorial service) keep the Licensed Premises and its contents, including, without limiting the generality of the foregoing, all leasehold improvements, fixtures, doors, walls, floors and ceilings in a neat, clean and tidy condition, painted and decorated, and in good and substantial repair. Exult agrees that it shall not make any alterations, improvements or installations in the Licensed Premises without the prior written consent of BMO, except that Exult may alter the Licensed Premises without BMO’s consent if such alterations (i) are non-structural, (ii) do not exceed [***]* in total cost in each instance, (iii) comply with BMO’s reasonable rules and regulations, (iv) do not impact on Building HVAC, electrical, life safety, or plumbing systems, and (v) comply with all local laws, rules and ordinances. Any work shall be performed only by competent persons whose labour affiliations are compatible with those of others employed by BMO or its contractors. In performing any work, Exult, its employees, agents and invitees shall not interfere with the use and enjoyment of other tenants’ premises or with the use and enjoyment of the common areas. Notwithstanding anything to the contrary in this Agreement, Exult is permitted, at its own cost, to erect signage or other branding equal in prominence and size to any BMO signage or branding in the Licensed Premises and, subject to BMO’s consent, which shall not be unreasonably withheld, in the elevator lobby of each floor serving the Licensed Premises. Exult shall not be THIS DOCUMENT IS INCLUDED IN SERVICES AGREEMENT NUMBER 1 FOR REFERENCE, SUBJECT TO FINALIZATION BY THE PARTIES. entitled to any signage or other branding in the main lobby of the Building or on the exterior of the Building or that may otherwise be visible from the exterior of the Building; provided, Exult shall be entitled to list its office space in any general lobby directory. If Exult elects to provide its own computer hardware and software necessary for the conduct of its business, (a) Exult and BMO shall coordinate the technical configurations for network and voice systems for Exult’s business operations within the Licensed Premises and (b) BMO shall grant Exult permission to house Exult’s switching equipment in a small locked cabinet within BMO’s closet located in the adjacent portion of BMO’s leased premises. Exult’s network shall be operational for access to Exult data upon connecting BMO’s cabling from Exult’s desktop equipment in the Licensed Premises to Exult’s DSL switch in BMO’s closet. Exult shall have access to BMO data for the sole purpose of performing the Services defined in the Service Agreement, via a remote, secure T-1 firewall connection. Subject to Section 7 below, except for either party’s liability for its own [***]* or [***]*, neither party shall have any liability to the other for any consequential, indirect, special, incidental or punitive damages arising from or relating to the Licensed Premises, their obligations under this Agreement or otherwise, including for loss of data, lost profits, loss of goodwill or otherwise, even if either has been advised of the possibility of such damages.
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