Common use of Condition of Premises; Landlord’s Work Clause in Contracts

Condition of Premises; Landlord’s Work. (a) Tenant is currently in possession of the Existing Premises and acknowledges that it is fully familiar with the condition of the Existing Premises and accepts it in its current “as-is” condition. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Existing Premises for Tenant’s continued occupancy. Tenant hereby confirms that to Tenant’s knowledge, Landlord has completed all of its obligations under the Lease through and including the date of this Agreement, with respect to the Landlord’s Work and the Landlord’s Additional Work, as both terms are set forth in Section 3(g) of the Lease. (b) Tenant has inspected the Additional Premises and agrees to accept it in its current “as-is” condition, broom clean, subject to the performance of the Landlord’s Work. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Additional Premises for Tenant’s occupancy other than the performance of the Landlord’s Work. (i) For the purposes of this Agreement, the term “Landlord’s Work” shall mean that Landlord, at Landlord’s cost and expense, shall provide a new Building installation in the Additional Premises as set forth on Exhibit “B” attached hereto and by this reference made a part hereof. Landlord shall be responsible for all costs and expenses relating to Landlord’s Work, including, without limitation, the cost of materials and construction thereof and of the preparation of the architectural plans and specifications for the Additional Premises, including, without limitation, construction working drawings, all permit and filing fees in connection with such work Landlord shall perform Landlord’s Work and Landlord’s Additional Work (as hereinafter defined) in accordance with all applicable laws and deliver the Additional Premises in accordance with all applicable laws. As part of Landlord’s Work, (A) the pantry in the Additional Premises shall have hot water and (B) the glass used as part of the Landlord’s Work shall be tempered.

Condition of Premises; Landlord’s Work. Except as specifically set forth hereinbelow and elsewhere in this Lease: (ai) Tenant is currently in possession shall accept the Premises, the Building, and the Real Property, including the base, shell, and core of (A) the Premises and (B) the floor of the Existing Building on which the Premises is located (collectively, the “Base, Shell, and acknowledges that it is fully familiar with Core”) in their “AS-IS” condition as of the Lease Commencement Date; (ii) Landlord shall not be obligated to provide or pay for any improvements to or for the Premises other than performing the Landlord’s Work, defined below; and (iii) Landlord has made no representation or warranty regarding the condition of the Existing Premises, the Building or the Real Property. Notwithstanding the foregoing to the contrary, Tenant shall be entitled to receive from Landlord a refurbishment allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding $6,636.00 (i.e., $4.00 per rentable square foot for Suite 100 (the “New Premises”) to help reimburse Tenant for the actual out-of-pocket costs incurred and paid for by Tenant (collectively, the “Tenant Improvement Costs”) during the Allowance Availability Period (as defined hereinbelow) in connection with the design, construction, acquisition and installation of any permanently affixed tenant improvements and alterations which are made and/or installed by or for Tenant in or to the Premises and accepts it in its current (the “as-is” conditionTenant Improvement Work”). Landlord shall have no obligation whatsoever to alterreimburse Tenant $1,064.00 of the cost for Txxxxx’s replacement of the lighting fixtures in Suite 105 immediately upon receipt of notice from Tenant that such installation is complete. As used herein, renovate, improve, decorate or otherwise prepare the Existing Premises for Tenant’s continued occupancy. Tenant hereby confirms that to Tenant’s knowledge, Landlord has completed all of its obligations under “Allowance Availability Period” shall mean the period commencing on the Lease through Commencement Date and including expiring on the date that is one (1) year thereafter. The Tenant Improvement Work shall constitute “Alterations” under this Lease and shall be undertaken by Tenant in accordance with the terms of this Agreement, with respect Article 7 below. Disbursement from the Tenant Improvement Allowance shall be made to the LandlordTenant within ten (10) days after Txxxxx’s Work and the Landlord’s Additional Work, as both terms are set forth in Section 3(g) final completion of the Lease. (b) Tenant has inspected the Additional Premises and agrees to accept it in its current “as-is” condition, broom clean, subject to the performance of the Landlord’s Improvement Work. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Additional Premises for Tenant’s occupancy other than the performance of the Landlord’s Work. (i) For the purposes of this Agreement, the term “Landlord’s Work” as used herein, shall mean the work that Landlord, at Landlord’s cost and expense, shall provide a new Building installation in Landlord is obligated to perform on the Additional New Premises as based on the list of items/projects set forth on Exhibit “B” C attached hereto and incorporated herein by this reference made a part hereof. Landlord shall be responsible for all costs and expenses relating to Landlord’s Work, including, without limitation, the cost of materials and construction thereof and of the preparation of the architectural plans and specifications for the Additional Premises, including, without limitation, construction working drawings, all permit and filing fees in connection with such work Landlord shall perform Landlord’s Work and Landlord’s Additional Work (as hereinafter defined) in accordance with all applicable laws and deliver the Additional Premises in accordance with all applicable laws. As part of Landlord’s Work, (A) the pantry in the Additional Premises shall have hot water and (B) the glass used as part of the Landlord’s Work shall be temperedreference.

Condition of Premises; Landlord’s Work. (a) Section 3.1 Except as otherwise provided in Section 3.2 below, Tenant is currently in possession of has inspected the Existing Premises and acknowledges that it is fully familiar the Personal Property and agrees to take the same "as is", where is, and with the condition of the Existing Premises all faults, and accepts it in its current “as-is” condition. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Existing Premises or the Personal Property for Tenant’s continued 's occupancy. Tenant hereby confirms that . Section 3.2 Landlord agrees to Tenant’s knowledge, Landlord has completed all of its obligations under perform the Lease through and including following work ("Landlord's Work"): (a) work necessary to segregate the date of this Agreement, with respect to Demised Premises from the Landlord’s Work and the Landlord’s Additional Work, as both terms are set forth in Section 3(g) rest of the Lease.Plant, to segregate certain parking lots for Tenant's use from the parking lots for the Plant, and to secure and provide for the independent use and operation of the same (collectively, the "Separation Work"), including without limitation, installing or causing to be installed, if possible, separate metering devices for utilities serving the Demised Premises, installing new locks and fences within and outside of the Demised Premises, and providing a new above-ground storage tank containment area, all as more particularly described in Exhibit "B" attached hereto and made a part hereof; (b) Tenant has inspected the Additional Premises and agrees Phase 1 Improvements (as defined in the Contribution Agreement), to accept it the extent the same affect or relate to the Demised Premises; and (c) the work (the "Environmental Work") described in the Environmental Compliance Plan (as defined in the Contribution Agreement), to the extent the same affects or relates to the Demised Premises. Section 3.3 Landlord shall use its current “as-is” condition, broom clean, reasonable efforts to complete Landlord's Work in a timely manner (subject to the performance of the Landlord’s Work. Unavoidable Delays (hereinafter defined)); provided, however that Landlord shall have no obligation to employ contractor or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall be under no penalty or liability to Tenant whatsoever by reason of any delay in such performance and this Lease shall not be affected thereby. Landlord's Work shall be performed on a timely basis and in such a manner so as to alterminimize interference with the operation of the Business by the Tenant. Landlord shall have the right to enter the Demised Premises subsequent to the Commencement Date to perform Landlord's Work and the payment of Basic Rent and Additional Rent shall not be affected thereby. Section 3.4 The Tenant shall pay, renovateor shall reimburse the Landlord for, improve, decorate or otherwise prepare the Additional Premises for Tenant’s occupancy other than all reasonable costs and expenses incurred in connection with the performance of the Landlord’s Separation Work. The cost of performing the Phase I Improvements and the Environmental Work shall be borne by the party or parties responsible therefor under Sections 2.2 (g) and 6.3 of the Contribution Agreement. Section 3.5 The Tenant shall comply with the operations and maintenance plan for the Pits (i) For the purposes of this Agreement, the term “Landlord’s Work” shall mean that Landlord, at Landlord’s cost and expense, shall provide a new Building installation as defined in the Additional Premises Contribution Agreement) as set forth on Exhibit “B” attached hereto in Schedule 6.3(a) to the Contribution Agreement and by this reference made a part hereof. Landlord shall be responsible for all costs and expenses relating to Landlord’s Work, including, without limitation, the cost of materials and construction thereof and of the preparation of the architectural plans and specifications for the Additional Premises, including, without limitation, construction working drawings, all permit and filing fees in connection with such work Landlord shall perform Landlord’s Work and Landlord’s Additional Work (as hereinafter defined) in accordance with all applicable laws and deliver the Additional Premises in accordance with all applicable laws. As part of Landlord’s Work, (A) the pantry in the Additional Premises shall have hot water and (B) the glass used as part of the Landlord’s Work shall be temperedPersonal Property.

Condition of Premises; Landlord’s Work. (a) 13.01 Subject to completion of Landlord’s Work and any Punch List Items, Tenant is currently in possession of shall accept the Existing Premises and acknowledges that it is fully familiar with the condition of the Existing Premises and accepts it in its current “as-as is” condition. on the Commencement Date and Landlord shall not thereafter be required to perform any work, install any fixtures or equipment or render any services to make the Building or the Premises ready or suitable for Tenant’s use or occupancy. Tenant acknowledges and agrees that, except for Landlord’s Work and otherwise provided for in this Lease, Landlord shall not have no any obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Existing Premises Premises, or any portion thereof, for Tenant’s continued use and occupancy. Tenant hereby confirms Landlord represents and warrants that the Building Systems stubbed to the Premises are in good working order and meet all applicable codes and ordinances as of the Effective Date. Landlord covenants that upon taking possession of the Premises by Tenant’s knowledge, Landlord shall continue to repair and maintain the Unit and the Building during the Term in accordance with Landlord’s obligations set forth in Section 19.02 hereof. The taking of possession of the Premises by Tenant shall be conclusive evidence against Tenant that the Premises, the Unit and the Building were in good and satisfactory condition at the time such possession was taken. 13.02 Landlord shall, at Landlord’s expense (except as otherwise provided herein), perform the work set forth on Exhibit D attached hereto (collectively, “Landlord’s Work”). Landlord will perform Landlord’s Work in accordance with applicable Legal Requirements and deliver the Premises to Tenant in compliance with all Legal Requirements that shall be applicable to demolished space and with a zero-occupancy temporary certificate of occupancy in place. Commencing with reasonable promptness after Landlord has completed all of its obligations under the Lease through and including the date of this Agreementselected a general contractor, with respect to the Landlord shall promptly commence Landlord’s Work and shall perform the Landlord’s Additional Work, as both terms are set forth in Section 3(g) of the Lease. (b) Tenant has inspected the Additional Premises same expeditiously with reasonable diligence and agrees continuity to accept it in its current “as-is” condition, broom cleancompletion, subject to the performance of the Landlord’s Work. Force Majeure Causes (as such term is defined in Section 41.14(a)) and Tenant Delay (as such term is defined in Section 13.04); provided, however, that (x) in no event shall Landlord shall have no obligation whatsoever be required to alter, renovate, improve, decorate or otherwise prepare the Additional Premises for Tenant’s occupancy other than the performance of the Landlord’s Work. (i) For the purposes of this Agreement, the term “Landlord’s Work” shall mean that Landlord, at Landlord’s cost and expense, shall provide a new Building installation in the Additional Premises as set forth on Exhibit “B” attached hereto and by this reference made a part hereof. Landlord shall be responsible for all costs and expenses relating to Landlord’s Work, including, without limitation, the cost of materials and construction thereof and of the preparation of the architectural plans and specifications for the Additional Premises, including, without limitation, construction working drawings, all permit and filing fees in connection with such work Landlord shall perform Landlord’s Work on an overtime or premium pay basis and (y) in no event shall Landlord be subject to any liability, nor shall the validity of this Lease be impaired, if Landlord fails to deliver possession of the Premises to Tenant with Landlord’s Additional Work Substantially Completed by any particular date. Tenant hereby waives any right to rescind this Lease under the provisions of Section 223(a) of the Real Property Law of the State of New York and agrees that the provisions of this Section are intended to constitute “an express provision to the contrary” within the meaning of said Section 223(a). 13.03 (a) “Substantial Completion” of Landlord’s Work shall be deemed to have occurred when Landlord’s Work has been completed, except for minor details of construction, decoration, mechanical adjustment or installation or which under sound construction practices are to be completed after the completion of Tenant’s Work (collectively, “Punch List Items”). In no event shall the Punch List Items delay or prevent the timely start and/or completion of Tenant’s Work (as hereinafter defined) other than to a de minimis extent. Landlord shall perform the Punch List Items expeditiously with reasonable diligence and shall endeavor in accordance with all applicable laws and deliver good faith to complete the Additional Premises in accordance with all applicable laws. As part same within thirty (30) days after the completion of LandlordTenant’s Work, (A) the pantry in the Additional Premises shall have hot water and (B) the glass used as part of the Landlord’s Work shall be tempered.

Condition of Premises; Landlord’s Work. (a) Tenant is currently in possession of the Existing Premises acknowledges and acknowledges agrees that it is fully familiar with has had an opportunity to inspect the Premises, the Building, and the Project, and finds the same in satisfactory condition of and repair. Tenant accepts the Existing Premises Premises, the Building and accepts it the Project in its current “their "then as-is” condition. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare " condition as of the Existing Premises for Tenant’s continued occupancydate hereof. Tenant hereby confirms that to Tenant’s knowledgealso acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has completed all of its obligations under the Lease through and including the date of this Agreement, made any representation or warranty with respect to the Landlord’s Work Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Building and the common areas were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord’s Additional Work, as both terms are set forth if any, pursuant to this Lease completed and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything above to the contrary, Landlord acknowledges and agrees that on the Commencement Date the plumbing, electrical and lighting systems serving the Premises will be in Section 3(g) good condition. Tenant's acceptance of the Lease. Premises shall be deemed Tenant's acknowledgement that such items were in good working order and condition on the Commencement Date. Notwithstanding anything above to the contrary, Landlord shall, at its sole cost, utilizing Building-standard materials and in Landlord's Building-standard manner within a reasonable period of time after the date of the full execution and delivery of this Lease by Landlord and Tenant and prior to the Commencement Date perform the work described on the attached Exhibit "E" (b) collectively, "Landlord's Work). Tenant has inspected the Additional Premises and agrees to accept it use its best efforts to cooperate with Landlord in its current “as-is” condition, broom clean, subject to the Landlord's performance of the Landlord’s Work. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Additional Premises for Tenant’s occupancy other than the performance of the Landlord’s 's Work. (i) For the purposes of this Agreement, the term “Landlord’s Work” shall mean that Landlord, at Landlord’s cost and expense, shall provide a new Building installation in the Additional Premises as set forth on Exhibit “B” attached hereto and by this reference made a part hereof. Landlord shall be responsible for all costs and expenses relating to Landlord’s Work, including, without limitation, the cost of materials and construction thereof and of the preparation of the architectural plans and specifications for the Additional Premises, including, without limitation, construction working drawings, all permit and filing fees in connection with such work Landlord shall perform Landlord’s Work and Landlord’s Additional Work (as hereinafter defined) in accordance with all applicable laws and deliver the Additional Premises in accordance with all applicable laws. As part of Landlord’s Work, (A) the pantry in the Additional Premises shall have hot water and (B) the glass used as part of the Landlord’s Work shall be tempered.

Condition of Premises; Landlord’s Work. (a) Tenant is currently in possession Promptly following the surrender of the Existing Premises Building by Rigel upon termination of its existing lease of the Building, Landlord shall, at Landlord’s sole cost and expense, (i) replace all defective and/or stained ceiling and floor tiles in the Building, (ii) perform all work necessary to place the electrical, HVAC, plumbing and other existing systems in the Building in good working order and to place the Building and Improvements therein in compliance with all applicable building codes, and (iii) cause the Building to be in broom-clean condition and free of debris (collectively, “Landlord’s Work”). Except to the extent of Landlord’s obligations expressly set forth in this Section 2.3, Tenant acknowledges that it will accept and occupy the Building in “AS IS” condition as the Building exists on the date possession is fully familiar surrendered by Rigel, and Landlord shall have no other obligation to improve, repair or prepare the Building for occupancy by Tenant. (b) Landlord warrants to Tenant that on the Commencement Date, the electrical, HVAC, plumbing and other existing systems in the Building shall be in good working order and that the Building and Improvements shall be in compliance with all applicable building codes, regulations and ordinances in effect on the Commencement Date. If this warranty is violated in any respect, or if Landlord has failed in any other way to complete the performance of Landlord’s Work as described above by the Commencement Date, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation or failure of performance, to promptly, at Landlord’s sole cost, correct the condition(s) constituting such violation or failure of performance. Tenant’s failure to give such written notice to Landlord within ninety (90) days after the Commencement Date shall give rise to a conclusive presumption that Landlord has complied with all Landlord’s obligations under this Section 2.3 and that there has been no violation of Landlord’s warranty hereunder or failure of performance with respect to Landlord’s Work, even with respect to latent defects (if any). TENANT ACKNOWLEDGES THAT THE WARRANTY CONTAINED IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING AND IMPROVEMENTS AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE. Without limiting the generality of the foregoing, Tenant acknowledges that except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty as to the present or future suitability of the Building or Improvements for the conduct of Tenant’s business or proposed business thereon. (c) Landlord and Tenant shall each use their respective best efforts to schedule and participate in, and to cause Rigel to participate in, a mutual walk-through of the Building within thirty (30) days after the date hereof, with the condition objective of promptly thereafter arriving at a list mutually approved by Landlord, Tenant and Rigel describing all material fixtures, trade fixtures, equipment (if any) and tenant improvements to be left in place in the Building by Rigel upon Rigel’s surrender of the Existing Premises Building, including (but not limited to) all attached fume hoods and accepts it in its current “as-is” conditionlab benches. A copy of such list, when mutually executed by Landlord, Tenant and Rigel, shall be deemed to be attached hereto as Exhibit C and incorporated herein by this reference. Landlord shall have no obligation whatsoever to alterenforce Rigel’s obligation to leave such items in place in the Building, renovatebut shall, improveupon written request by Tenant, decorate or otherwise prepare the Existing Premises assign to Tenant for enforcement by Tenant, in Tenant’s continued occupancy. Tenant hereby confirms that to Tenantsole discretion, any rights and/or claims of Landlord against Rigel, under such written agreement and/or under Rigel’s knowledge, Landlord has completed all existing lease of its obligations under the Lease through and including the date of this AgreementBuilding, with respect to the Landlord’s Work and condition in which Rigel is required to leave the Landlord’s Additional WorkBuilding, as both terms are set forth in Section 3(gincluding (but not limited to) the leaving of the Lease. (b) Tenant has inspected the Additional Premises and agrees to accept it specified items in its current “as-is” condition, broom clean, subject to the performance of the Landlord’s Work. Landlord shall have no obligation whatsoever to alter, renovate, improve, decorate or otherwise prepare the Additional Premises for Tenant’s occupancy other than the performance of the Landlord’s Work. (i) For the purposes of this Agreement, the term “Landlord’s Work” shall mean that Landlord, at Landlord’s cost and expense, shall provide a new Building installation place in the Additional Premises as set forth on Exhibit “B” attached hereto and by this reference made a part hereof. Landlord shall be responsible for all costs and expenses relating to Landlord’s Work, including, without limitation, the cost of materials and construction thereof and of the preparation of the architectural plans and specifications for the Additional Premises, including, without limitation, construction working drawings, all permit and filing fees in connection with such work Landlord shall perform Landlord’s Work and Landlord’s Additional Work (as hereinafter defined) in accordance with all applicable laws and deliver the Additional Premises in accordance with all applicable laws. As part of Landlord’s Work, (A) the pantry in the Additional Premises shall have hot water and (B) the glass used as part of the Landlord’s Work shall be temperedBuilding.