Common use of Condition of New Premises Clause in Contracts

Condition of New Premises. By taking possession of any part of the New Premises hereunder, Tenant shall be deemed to have accepted the New Premises as being in good order, condition and repair, and otherwise in its then existing “as is” and “where is” condition as of the New Premises Commencement Date, subject to Substantial Completion of Landlord’s Additional Work and completion of the Punch List Items and other than latent defects in Landlord’s Work of which Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the New Premises Commencement Date. Except for the performance of Landlord’s Work and Landlord’s Additional Work, Tenant agrees that Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the New Premises to prepare the New Premises for Tenant’s occupancy. The foregoing, however, shall not be deemed or construed to release Landlord from any of its obligations set forth in the Lease, including its obligation to provide services and utilities under Article 7 of the Lease, or to repair, maintain and operate the Building in a manner consistent with comparable office buildings in midtown Manhattan (subject, in each case, to the applicable terms and provisions of the Lease). Tenant acknowledges that, except as may otherwise be expressly provided in this Amendment, neither Landlord, nor any employee, agent nor contractor of Landlord has made any representation or warranty concerning the Land, Building, Common Areas or New Premises, or the adequacy of Landlord’s Work or Landlord’s Additional Work for the conduct of Tenant’s business in the New Premises. Landlord reserves, for Landlord’s use, any of the following (other than those installed by or for Tenant’s exclusive use) that may be located in the New Premises: janitor closets, stairways and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ducts.

Condition of New Premises. By Tenant has inspected the New Premises and agrees: (i) that by taking possession of any part of the New Premises hereunder, Tenant shall be deemed to have accepted the New Premises as being in good order, condition and repair, and otherwise in its then existing “as is” and “where is” condition as of the New Premises Commencement Date, subject to Substantial Completion of Landlord’s Additional Work and completion of the Punch List Items and other than latent defects in Landlord’s Work of which Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the New Premises Commencement Date. Except , and (ii) except for the performance of Landlord’s Work and Landlord’s Additional Work, Tenant agrees that Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the New Premises to prepare the New Premises for Tenant’s occupancy. The foregoing, however, shall not be deemed or construed to release Landlord from any of its obligations set forth in the Lease, including its obligation to provide services and utilities under Article 7 of the Lease, or to repair, maintain and operate the Building in a manner consistent with comparable office buildings in midtown Manhattan (subject, in each case, to the applicable terms and provisions of the Lease). Tenant acknowledges that, except as may otherwise be expressly provided in this Amendment, neither Landlord, nor any employee, agent nor contractor of Landlord has made any representation or warranty concerning the Land, Building, Common Areas or New Premises, or the adequacy of Landlord’s Work or Landlord’s Additional Work for the conduct of Tenant’s business in the New Premises. Landlord reserves, for Landlord’s use, any of the following (other than those installed by or for Tenant’s exclusive use) that may be located in the New Premises: janitor closets, stairways and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ducts.

Condition of New Premises. By taking (a) Within ten (10) days following the full execution of this Second Amendment (the “Target Delivery Date”), Landlord shall deliver the possession of any part New Premises to Tenant in its “as is, where is” condition, and with all faults, except that Landlord shall cause all building systems serving the New Premises, including, without limitation, the plumbing, electrical, heating, ventilation and air conditioning systems serving the New Premises, to be in good working order and condition as of the date possession of the New Premises hereunderis delivered to Tenant. Except with respect to latent defects, by taking possession of the New Premises on the date the New Premises is actually delivered to Tenant (the “Actual Delivery Date”), Tenant shall be deemed to have accepted the New Premises as being in good orderthe condition required by the terms of the immediately preceding sentence and to have accepted the New Premises in its condition existing as of the date Tenant takes possession of the New Premises, condition subject to all applicable laws, covenants, conditions, restrictions, easements and repairother matters of public record and the rules and regulations from time to time promulgated by Landlord governing the use of the New Premises. Tenant acknowledges that (a) it has conducted, or had the opportunity to conduct, all investigations, tests and studies concerning the New Premises that Tenant deems appropriate and material to its decision to lease the New Premises, and otherwise (b) that it accepts the New Premises in its then existing “as is” and “, where is” condition as of the New Premises Commencement Date, subject to Substantial Completion date Tenant takes possession of Landlord’s Additional Work and completion of the Punch List Items and other than latent defects in Landlord’s Work of which Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the New Premises Commencement Date. Except for (subject to latent defects (if any), Landlord satisfying its obligations under the performance first sentence of Landlord’s Work this Section 3(a) above and Landlord’s Additional Work, Tenant agrees that Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the New Premises to prepare the New Premises for Tenant’s occupancy. The foregoing, however, shall not be deemed or construed to release Landlord from any of its obligations set forth representations contained in the Lease, including its obligation to provide services and utilities under Article 7 of the Lease, or to repair, maintain and operate the Building in a manner consistent with comparable office buildings in midtown Manhattan (subject, in each case, to the applicable terms and provisions of the Leasethis Section 3(a)). Tenant acknowledges that, except as may otherwise be expressly provided in this Amendment, that neither Landlord, Landlord nor any employeeof Landlord’s agents, agent nor contractor of Landlord employees, contractors, brokers or other representatives has made any representation or warranty concerning as to the Land, Building, Common Areas or suitability of the New Premises, or the adequacy of Landlord’s Work or Landlord’s Additional Work Premises for the conduct of Tenant’s business business, the condition of the New Premises (except as otherwise provided in the first sentence of this Section 3(a) or elsewhere in this Section 3), or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the New Premises is suitable for Tenant’s intended use and that the New Premises meets all governmental requirements for such intended use. Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the size or condition of the New Premises or the New Building or the suitability of same for Tenant’s purposes, subject to latent defects (if any), Landlord’s express obligations set forth in the first sentence of this Section and Landlord’s representations contained in this Section 3. Tenant acknowledges and agrees that Landlord shall not be obligated to construct or install any tenant improvements in the New Premises. Premises (but Landlord reservesshall be required to undertake such work, for Landlord’s useif any, any as may be required to deliver the New Premises to Tenant in the condition required by the terms of the following (other than those installed by first sentence of this Section 3(a)) or for to provide Tenant with any tenant improvement allowance with respect to the New Premises except as otherwise provided in Section 3(i) below. In connection with Tenant’s exclusive use) that may be located in lease of the New Premises: janitor closets, stairways Landlord shall have no obligation to perform any work described in Paragraph 2.2 of the Original Lease or in the Work Letter for Tenant Improvements attached as Exhibit B to the Original Lease, as such Paragraph 2.2 and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ductsExhibit B to the Original Lease shall not apply to Tenant’s lease of the New Premises.

Condition of New Premises. By taking possession of any part of Tenant acknowledges that it is leasing the New Original Premises hereunder, Tenant shall be deemed to have accepted the New Premises as being in good order, condition and repair, and otherwise Additional Space in its then existing “as is” condition, and “where is” condition as of that no agreements to alter, remodel, decorate, clean or improve the New Premises Commencement DateOriginal Premises, subject to Substantial Completion of Additional Space or the Building have been made by Landlord or any party acting on Landlord’s Additional Work and completion of behalf. Notwithstanding the Punch List Items and other than latent defects in Landlord’s Work of which foregoing, Landlord acknowledges that Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the New Premises Commencement Date. Except for the performance of Landlord’s Work and Landlord’s Additional Work, Tenant agrees that Landlord has no obligation intends to perform any work, supply any materials, incur any expense or make any certain alterations or and improvements to the New Premises Additional Space (“Tenant’s Work”). Tenant shall be permitted to prepare perform Tenant’s Work (subject to Tenant’s compliance with the New Premises provisions of Section 21 of the Lease) through a general contractor and subcontractors chosen from Landlord’s approved contractor list and pursuant to plans and specifications approved by Landlord in advance which approval shall not to be unreasonably withheld. Tenant must use Landlord’s MEP engineer for Tenant’s occupancydrawings and Tenant’s Architect is subject to Landlord’s prior approval. The foregoingTenant shall reimburse Landlord for Landlord’s reasonable out of pocket costs in reviewing Tenant’s plans for Tenant’s Work. Tenant and its contractors shall obtain and pay for insurance (from insurance companies satisfactory to Landlord) in connection with Tenant’s Work, howeverwhich insurance coverages and amounts shall be satisfactory to Landlord in its reasonable discretion. Tenant shall, prior to the commencement of Tenant’s Work, deliver to Landlord evidence of such insurance satisfactory to Landlord. Tenant’s entry into the Additional Space prior to the Additional Space Commencement Date shall not be deemed or construed subject to release Landlord from any all of its obligations set forth in the Lease, including its obligation to provide services terms and utilities under Article 7 conditions of the Lease, except that Base Rent and Additional Rent shall not commence to accrue until the Additional Space Commencement Date. Tenant’s Work shall be performed in a good and workmanlike manner, lien-free and in compliance with all applicable laws. All costs of Tenant’s Work shall be borne by Tenant; provided, however, Landlord shall contribute up to Five Hundred Forty One Thousand Twenty Dollars and 00/100 ($541,020.00), being $60.00 per square foot of rentable area of the Additional Space (the “Construction Allowance”), toward the cost of Tenant’s Work. The Construction Allowance shall be available to reimburse Tenant for the actual, documented cost of Tenant’s Work, including hard and soft construction costs, including by not limited to furnishings, contractor fees, architectural fees, permit costs, wiring, cabling and telecommunication costs. In the event that the Construction Allowance exceeds the total cost of Tenant’s Work, and further provided that (i) Tenant is not in default under the Lease beyond any applicable notice and cure periods and (ii) is operating its business within the Additional Space, then upon written election to Landlord (the “Rent Credit Notice”), Tenant may apply up to 50% of the Construction Allowance or $270,510.00 towards Rent next due under the Lease for the Additional Space. Prior to commencing Tenant’s Work, Tenant shall submit to Landlord an itemized statement of the estimated costs of completing Tenant’s Work, including, without limitation, costs of obtaining permits; architectural, engineering and contracting fees; Landlord’s Fee (hereinafter defined); and costs of labor and materials (collectively, the “Estimated Cost of Work”). If the Estimated Cost of Work exceeds the Construction Allowance, Tenant shall, prior to commencing Tenant’s Work, deposit with Landlord, or with a construction escrowee designated by Landlord, the amount by which the Estimated Cost of Work exceeds the Construction Allowance (which amount shall be referred to herein as “Tenant’s Deposit”). Landlord shall pay to Tenant, or to repairTenant’s general contractor directly, maintain Tenant’s Deposit, if applicable, and operate the Building portion of the Construction Allowance for which Tenant has qualified for disbursement, following the completion of Tenant’s Work within thirty (30) days after receipt by Landlord of Tenant’s written demand therefor accompanied by (i) a reasonably detailed description of Tenant’s Work, including, without limitation, the identification of all contractors and material suppliers who have supplied labor or materials in a manner consistent connection with comparable office buildings in midtown Manhattan Tenant’s Work,, (subjectii) lien waivers from all contractors and material suppliers identified pursuant to clause (i), in each case, and (iv) Tenant’s certification that Tenant’s Work has been completed pursuant to the applicable terms provisions of this paragraph and provisions Section 10 of the Lease. Landlord’s obligation to fund the Construction Allowance shall expire and be of no further force or effect if Tenant fails to complete Tenant’s Work and deliver to Landlord written demand for payment of the Construction Allowance accompanied by the items described in clauses (i) through (iv) above (or the Rent Credit Notice electing a credit on Rent next due is not delivered by) no later than the first (1st) anniversary of the Additional Space Commencement Date. Notwithstanding anything to the contrary contained herein, Landlord shall not be obligated to disburse any portion of the Construction Allowance or Tenant’s Deposit, if applicable, during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall resume only when and if such default is cured. Tenant shall pay to Landlord a construction supervision fee (“Landlord’s Fee”) in connection with Tenant’s Work in amount equal to $4,508.50 ($.50 per square foot of rentable area of the Additional Space). Tenant acknowledges that, except as may otherwise be expressly provided in this Amendment, neither Landlord, nor any employee, agent nor contractor of Landlord has made any representation or warranty concerning the Land, Building, Common Areas or New Premises, or the adequacy of Landlord’s Work Fee shall be payable upon demand and Landlord shall be entitled to deduct the same from the Construction Allowance or Landlord’s Additional Work for the conduct of Tenant’s business in the New Premises. Landlord reservesDeposit, for Landlord’s use, any of the following (other than those installed by or for Tenant’s exclusive use) that may be located in the New Premises: janitor closets, stairways and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ductsif applicable.