Condition of the Sublease Premises. (a) Except as set forth in Section 5(c) below, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises or the built-in equipment or personal property located in or serving the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Sublease Premises and the built-in equipment and personal property located in or serving the Sublease Premises “as is, where is,” with all faults, without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy. Subtenant agrees to maintain (at its sole cost and expense) all built-in equipment and personal property located in or serving the Sublease Premises in the same condition and repair as when received, subject to normal wear and tear. (b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b). (c) Sublandlord hereby warrants that as of the Commencement Date all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-1 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Date. Sublandlord hereby warrants that as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Date. (d) Subtenant’s alterations and modifications of the Sublease Premises shall be governed by Article 11 of the Master Lease (as incorporated by Section 8 of this Sublease); provided, however, that Subtenant shall not be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on the Commencement Date, or any Furniture (as defined below), at the end of the Term. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors to perform such alterations or modifications. Sublandlord shall reimburse Subtenant for the actual cost incurred by Subtenant to remove Sublandlord’ sign from the Building, provided such removal is done at the same time as installation of Subtenant’s sign on the Building.
Appears in 1 contract
Samples: Sublease (Renovis Inc)
Condition of the Sublease Premises. 4.1. Subtenant represents that it has examined (or waived examination of) the Sublease Premises. Except as specifically set forth herein, Sublandlord has not made and does not make any representations or warranties as to the physical condition of the Sublease Premises (including any latent defects in the Sublease Premises), the uses to which the Sublease Premises may be put, or any other matter or thing affecting or relating to the Sublease Premises, except as specifically set forth in this Sublease, provided, however, that (a) Sublandlord represents that Sublandlord shall deliver the Premises with all building systems (for which Sublandlord is responsible for repair under the Xxxxxxxxx) and personal property in working order as of the Commencement Date (it being understood that the foregoing representation shall not make Sublandlord responsible for the repair of any building systems for which Overlandlord is responsible, other than Sublandlord’s obligation under Section 5.4.1 hereof), and (b) if Subtenant accepts the Sublease Premises on or after the Commencement Date, Subtenant shall be deemed to agree that such building systems and personal property were in working order as of the Commencement Date.
4.2. Except as set forth in Section 5(c) below4.1, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises or the built-in equipment or personal property located in or serving the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Sublease Premises and the built-in equipment and personal property located in or serving the Sublease Premises “their "as is, where is,” with all faults, without any obligation " condition on the part of date hereof, as the same may be affected by reasonable wear and tear after the date hereof, and Sublandlord shall have no obligation whatsoever to modifyalter, improve improve, decorate or otherwise prepare the Sublease Premises for Subtenant’s occupancy. Subtenant agrees to maintain (at its sole cost and expense) all built-in equipment and personal property located in or serving the Sublease Premises in the same condition and repair as when received, subject to normal wear and tear.
(b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b).
(c) Sublandlord hereby warrants that as of the Commencement Date all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-1 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Date. Sublandlord hereby warrants that as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Date.
(d) Subtenant’s alterations and modifications of the Sublease Premises shall be governed by Article 11 of the Master Lease (as incorporated by Section 8 of this Sublease); provided, however, that Subtenant shall not be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on the Commencement Date, or any Furniture (as defined below)portion thereof, at the end of the Termfor Subtenant's occupancy. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors to perform such alterations or modifications. Sublandlord shall reimburse Subtenant for the actual cost incurred by Subtenant to remove Sublandlord’ sign from the Building, provided such removal is done at the same time as installation of Subtenant’s sign on the Building.126547966 v6
Appears in 1 contract
Samples: Sublease (Radius Health, Inc.)
Condition of the Sublease Premises. (a) Except as set forth in Section 5(c) below, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises Premises, the Equipment or the built-in equipment or personal property located in or serving the Sublease Premises, their condition or suitability for Subtenant’s 's use; and (ii) Subtenant agrees to accept the Sublease Premises and the built-in equipment and personal property located in or serving the Sublease Premises “"as is, where is,” " with all faults, without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s 's occupancy. Subtenant agrees to maintain (at its sole cost and expense) all built-in equipment and personal property located in or serving the Sublease Premises in the same condition and repair as when received, subject to normal wear and tear.
(b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. No investigation has been made by Sublandlord to ensure compliance with the "American With Disabilities Act" ("ADA"). ADA may require a variety of changes to the Sublease Premises, including potential removal of barriers to access by disabled persons and provision of auxiliary aids and services for hearing, vision or speech impaired persons. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b).
(c) Sublandlord hereby warrants that as Other than repairs or replacements of the Commencement Date all mechanicalexisting improvements, plumbing and electrical systems within the portion of Subtenant shall not make any alterations, modifications or improvements to the Sublease Premises shown on Exhibit B-1 shall without Sublandlord's prior written consent, which consent may be withheld in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Date. Sublandlord hereby warrants that as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Date's sole discretion.
(d) Subtenant’s alterations and modifications of the Sublease Premises shall be governed by Article 11 of the Master Lease (as incorporated by Section 8 of this Sublease); provided, however, that Subtenant shall not be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on the Commencement Date, or any Furniture (as defined below), at the end of the Term. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors to perform such alterations or modifications. Sublandlord shall reimburse Subtenant for the actual cost incurred by Subtenant to remove Sublandlord’ sign from the Building, provided such removal is done at the same time as installation of Subtenant’s sign on the Building.
Appears in 1 contract
Samples: Sublease (Exelixis Inc)
Condition of the Sublease Premises. (a) Except as set forth in otherwise expressly provided this Section 5(c) below15, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting Novartis shall deliver the Sublease Premises or to Subtenant vacant, broom clean and otherwise in its “as is” condition on the built-date hereof, as the same may be affected by reasonable wear and tear after the date hereof. Subtenant is subleasing the Sublease Premises from Novartis after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, except as otherwise explicitly provided in equipment or personal property located this Sublease with respect to the performance of the Novartis Work and the delivery of the SP#1 portion of the Sublease Premises and SP#2 portion of the Sublease Premises in or serving accordance with the Delivery Condition, Subtenant hereby agrees that the term “as is” means that upon having approved said inspection, it will sublease the Sublease Premises, their without warranty or representation, either oral or written, or expressed or implied, as to the physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Novartis hereby expressly disclaims any and all warranties or suitability representations made to Subtenant, whether same were made by any partner, officer, director, shareholder or employee of Novartis or any other agent of same, such as a broker, unless such warranty or representation is contained in writing as a part of this Sublease. Except as otherwise explicitly provided in this Sublease with respect to the performance of the Novartis Work and the delivery of the SP#1 portion of the Sublease Premises and SP#2 portion of the Sublease Premises in accordance with the Delivery Condition, (i) Novartis shall not incur any greater obligation, financial or otherwise, in connection with the Sublease Premises than it would have had but for Subtenant’s use; this Sublease, and (ii) Subtenant agrees shall be solely responsible for all costs which may be imposed on Novartis or Subtenant under the Xxxxxxxxx in connection with the condition of the Sublease Premises arising from Subtenant’s use and occupancy thereof following the applicable Commencement Date. Except as otherwise explicitly provided in this Sublease with respect to accept the performance of the Novartis Work and the delivery of the SP#1 portion of the Sublease Premises and the built-in equipment and personal property located in or serving SP#2 portion of the Sublease Premises “as isin accordance with the Delivery Condition, where is,” Novartis shall have no obligation whatsoever with all faults, without respect to the condition of any obligation on the part portion of Sublandlord to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy. Subtenant agrees Premises.
(b) Notwithstanding anything to maintain (the contrary contained herein, Novartis shall, at its sole cost and expense) , perform the work more particularly described on Exhibit B attached hereto (the “Novartis Work”). The Novartis Work shall be performed in compliance with all built-in equipment and personal property located in or serving the Sublease Premises applicable Legal Requirements (as defined in the same condition Xxxxxxxxx) and repair as when received, subject to normal wear and tear.
(b) Sublandlord has not made an independent investigation the provisions of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b)Xxxxxxxxx.
(c) Sublandlord hereby warrants that as If Subtenant elects to perform any work in the Sublease Premises, Subtenant, if so required pursuant to Section 12.1 of the Commencement Date all mechanicalXxxxxxxxx, plumbing shall obtain the consent of both Novartis and electrical systems within Overlandlord for such work, and shall perform such work, in the portion manner set forth in Article 12 of the Xxxxxxxxx. Subtenant may make changes, alterations, additions or improvements to the Sublease Premises shown on Exhibit B-1 Premises, subject, however, to the prior written consent of Novartis (which consent shall not be unreasonably withheld, conditioned or delayed, except in the event of Permitted Alterations [as such term is defined in Section 12.1 of the Xxxxxxxxx], in which case no consent shall be in good working order required) and condition. Subtenant shall notify Sublandlord of any non-compliance with Overlandlord to the foregoing warranty within 30 days extent required under the provisions of the Commencement Date Xxxxxxxxx. Any changes, alterations, additions or improvements by or on behalf of Subtenant which have been consented to by Novartis and Sublandlord the Overlandlord, or for which consent shall promptly repair or correct the defect. Sublandlord’s warranty not be required, shall be made subject to and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach provisions of the warranty within 30 days Xxxxxxxxx and the Construction Alterations Checklist attached hereto as Exhibit F (as same may be modified from time to time during the term of this Sublease) and the Commencement DateConstruction Work Rules and Regulations attached hereto as Exhibit G (as same may be modified from time to time during the term of this Sublease). Sublandlord hereby warrants that as Subtenant shall be responsible for the cost of May 1all mechanical, 2006 (orelectrical, if laterplumbing and technology infrastructure supporting any changes, the date of actual delivery of the portion of alterations, additions or improvements to the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Datemade by Subtenant.
(d) Subtenant shall pay any and all reasonable actual out-of-pocket third party review fees or charges Novartis may incur and any and all fees or charges Overlandlord may incur and which are chargeable pursuant to the Xxxxxxxxx and charged to Novartis in connection with Subtenant’s alterations and modifications making changes, alterations, additions or improvements to the Sublease Premises. Except as expressly set forth in this Sublease, on or before the expiration or sooner termination of this Sublease, if (i) Overlandlord requires the removal of any changes, alterations, additions or improvements to the Sublease Premises shall be governed performed by Article 11 or for the benefit of Subtenant (other than the Novartis Work) in accordance with Section 12.1 of the Master Lease Xxxxxxxxx, (ii) if the Xxxxxxxxx would otherwise require Novartis, as incorporated tenant under the Xxxxxxxxx to remove of any changes, alterations, additions or improvements to the Sublease Premises performed by or for the benefit of Subtenant (other than the Novartis Work) in accordance with Section 8 12.1 of this Subleasethe Xxxxxxxxx, or (iii) Novartis requires the removal of any changes, alterations, additions or improvements to the Sublease Premises performed by or for the benefit of Subtenant (other than the Novartis Work); provided, howeverthen Subtenant shall, at its sole cost and expense, promptly remove such changes, alterations, additions or improvements to the Sublease Premises, and repair any damage caused by such removal. Subtenant acknowledges and agrees that Subtenant shall not be obligated to shall, at its sole cost and expense, promptly remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on the Commencement Date, or any Furniture all of Subtenant’s property which would constitute “Tenant’s Property” (as defined below)in the Xxxxxxxxx) from Sublease Premises on or before the Expiration Date, and repair any damage caused by such removal. Notwithstanding anything to the contrary contained herein, if Subtenant requests in writing that Novartis make the election on whether any alterations, additions or improvements (including, without limitation Subtenant’s Work) shall be required to be removed at the end of the Termterm, at the time Novartis receives Subtenant’s notice regarding the Permitted Alterations or Novartis approves the plans for such alteration, as the case may be, then, solely with respect to Novartis’s rights under subsection (iii) of this Section 15(d), Novartis shall make such election at the time Novartis receives Subtenant’s notice regarding the Permitted Alterations or Novartis approves the plans for such alteration, as the case may be, in accordance with Section 12.1 of the Xxxxxxxxx.
(e) Novartis has advised Subtenant that as of the Effective Date, Novartis has an unused portion of the TI Allowance described in Paragraph 4 of the Third Amendment to the Xxxxxxxxx, which exceeds the amount of the Sublet Improvement Allowance (as hereafter defined). In addition, Overlandlord has agreed to accept payment requisitions from Novartis for work performed by Subtenant agrees that if any as part of Subtenant’s alterations Work (as hereafter defined), subject to the requirements of Section 5(e) of Exhibit A attached to the Third Amendment to the Xxxxxxxxx Provided that Subtenant is not in default of any term or modifications require condition of this Sublease beyond the expiration of any applicable notice and cure period, Novartis shall apply for payment to the Overlandlord as part of the Novartis’ TI Allowance up to a building permitmaximum amount of $693,580.00 (the “Sublet Improvement Allowance”), solely against the cost and expense incurred by Subtenant in connection with the performance of alteration work within the Sublease Premises (the “Subtenant’s Work”), inclusive of so called “Soft Costs” related thereto, including without limitation, fees payable to Subtenant’s engineer, architect and space planner, the cost to file the final plans and obtain necessary permits and the costs. Subtenant acknowledges and agrees that in no event shall more than $34,679.00 of the Sublet Improvement Allowance be payable towards Soft Costs. In the event that the cost and expense of Subtenant’s Work shall exceed this amount, Subtenant shall engage only licensed contractors be entirely responsible for such excess. Subject to perform such alterations or modificationsthe requirements set forth in Section 5(e) of Exhibit A attached to the Third Amendment, the Sublet Improvement Allowance is available for Subtenant’s requisition commencing upon the Commencement Date for SP#1 of this Sublease but in no event later than one (1) year after the Commencement Date for SP#2 of this Sublease (the “Outside Requisition Date”). Sublandlord shall reimburse Subtenant for Subtenant, agrees that any portion of the actual cost incurred Sublet Improvement Allowance which has not been the subject of a payment requisition by Subtenant on or before the Outside Requisition Date, shall no longer be available to remove Sublandlord’ sign from Subtenant hereunder, and Novartis shall have no obligation to pay any such portion of the BuildingSublet Improvement Allowance to Subtenant or otherwise provide Subtenant with any credit against rent. Subtenant shall comply with all of the requisition and payment requirements in accordance with the terms of Section 5(e) of Exhibit A attached to the Third Amendment to the Xxxxxxxxx, provided such removal is done at the same time as installation of and acknowledges and agrees that all Subtenant’s sign on requisitions for payment, and the Buildingpayment of the Sublet Improvement Allowance by Overlandlord shall be subject to the requirements of Section 5(e) of Exhibit A attached to the Third Amendment to the Xxxxxxxxx in all respects.
Appears in 1 contract
Condition of the Sublease Premises. (a) Except as set forth A. It is understood and agreed that all understandings and agreements heretofore had between the parties are merged in Section 5(c) belowthis Sublease, Subtenant agrees which alone fully and completely expresses their agreements, and that (i) Sublandlord has the same are entered into after full investigation, neither party relying upon any statement or representation made no representations or warranties of any kind or nature whatsoever respecting by the Sublease Premises or the built-other and not embodied in equipment or personal property located in or serving this Sublease. Sublandord shall deliver the Sublease Premises, their condition or suitability for Subtenant’s use; and Subtenant agrees to accept possession of the Sublease Premises, (i) free of all tenancies and rights of occupancy and (ii) Subtenant agrees to accept the Sublease Premises and the built-in equipment and personal property located in or serving the Sublease Premises “as is, ” and “where is,” with all faultscondition on the Commencement Date hereof (including, without limitation, containing the furniture and equipment referred to in Section 26(B) of this Sublease), and Sublandlord is not required to perform work of any obligation on the part of Sublandlord kind, nature or description to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy. .
B. Subtenant agrees acknowledges that during the Term, Sublandlord has granted to maintain (Subtenant a license to use all of the items of furniture and equipment which are presently located in the Sublease Premises and as set forth in Exhibit C attached hereto, all of which shall remain the property of Sublandlord; provided, however, that during the Term such items of equipment shall be maintained by Subtenant and, at the expiration of the Term, shall at Sublandlord’s sole option be surrendered to Sublandlord in the condition such items of equipment are in on the date of this Sublease, ordinary wear and tear excepted or removed by Subtenant at its sole cost and expense.
C. Each of Sublandlord and Subtenant hereby acknowledge and agree that in, connection with Subtenant's non-exclusive use of the Pantry, if requested by Sublandlord, (i) all built-in equipment Subtenant shall keep the door to the Pantry that leads to the Sublease Premises, closed and personal property located in or serving locked after normal business hours, and (ii) Sublandlord shall keep the door to the Pantry that leads to the remainder of the Premises, closed and locked after normal business hours. Sublandlord shall provide a lock to the door leading from the Pantry to the Sublease Premises in the same condition and repair as when received, subject to normal wear and tear.
(b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances if no lock is on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b).
(c) Sublandlord hereby warrants that such door as of the Commencement Date all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-1 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Datedate hereof. Sublandlord hereby warrants and Subtenant covenant and agree that neither shall hold the other liable for any damages to personal property or related costs or expenses arising solely out of Sublandlord or Subtenant's failure to keep its respective access door to the Pantry locked after normal business hours as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be set forth in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Datethis Section.
(d) Subtenant’s alterations and modifications of the Sublease Premises shall be governed by Article 11 of the Master Lease (as incorporated by Section 8 of this Sublease); provided, however, that Subtenant shall not be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on the Commencement Date, or any Furniture (as defined below), at the end of the Term. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors to perform such alterations or modifications. Sublandlord shall reimburse Subtenant for the actual cost incurred by Subtenant to remove Sublandlord’ sign from the Building, provided such removal is done at the same time as installation of Subtenant’s sign on the Building.
Appears in 1 contract
Samples: Sublease (Ameritrans Capital Corp)
Condition of the Sublease Premises. (a) Except as set forth A. It is understood and agreed that all understandings and agreements heretofore had between the parties are merged in Section 5(c) belowthis Sublease, which alone fully and completely expresses their agreements, and that the same are entered into after full investigation. Neither party is relying upon any statement or representation made by the other and not embodied in this Sublease. Notwithstanding anything to the contrary contained in the Xxxxxxxxx, Subtenant agrees acknowledges that (i) Sublandlord Subtenant has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises or the built-in equipment or personal property located in or serving the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept inspected the Sublease Premises and the built-in equipment and personal property located in or serving agrees to accept possession of the Sublease Premises in “as is, where is,” is and with all faults” condition as of the Effective Date and Sublandlord is not required to perform work of any kind, without any obligation on the part of Sublandlord nature or description to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy, or, subject to Paragraph 16C, make any contribution for work to be performed by Subtenant. In the event any Building systems serving the Sublease Premises installed by Sublandlord are not in good operating order and repair when the Sublease Premises are delivered to Subtenant, then, Sublandlord shall make or cause to be made such necessary repairs to such Building systems, at Sublandlord’s sole cost without the inclusion of such costs as Additional Rent or Sublease Operating Expenses, provided that Subtenant has notified Sublandlord of the need to repair such Building systems within ninety (90) days after the Commencement Date.
B. Subtenant acknowledges and agrees that any and all alterations, installations, renovations or other items of work necessary to maintain prepare the Sublease Premises for Subtenant’s initial occupancy shall be performed by Subtenant (subject to the provisions of Paragraph 15 below and the applicable provisions of the Xxxxxxxxx), at its Subtenant’s sole cost and expense, and, except as otherwise expressly set forth herein, Subtenant releases all rights, liabilities, and claims against Sublandlord in connection with the condition of the Sublease Premises, the Premises, or the Building (or any system serving the same).
C. Within thirty (30) days following the Effective Date, Subtenant will deliver to Sublandlord a list of (i) any items of gym equipment currently located at the gym at the Project (“Gym Items”) and (ii) any furniture, fixtures and equipment currently located within the Sublease Premises (collectively with the Gym Items, the “FF&E”) which Subtenant desires to use at and within the Sublease Premises for Sublandlord’s reasonable consent. Following Sublandlord’s agreement to the list of FF&E, Subtenant, at no additional cost to Subtenant, may use such FF&E during the term of this Sublease. Subtenant specifically acknowledges that Sublandlord shall have no obligation to alter, maintain, repair, dis-assemble, re-assemble, move or install any FF&E, and Subtenant accepts the FF&E in its “as-is, where-is and with all built-faults” condition without representation, warranty or liability of any kind by Sublandlord. From and after the Commencement Date, Subtenant, at Subtenant’s sole cost and expanse, shall be responsible for maintenance, repair and operation of the FF&E. In the event that Subtenant desires to dispose of any FF&E during the Term, Subtenant shall provide notice thereof to Sublandlord and Sublandlord shall, within ten (10) business days following such notice either (a) consent to Subtenant’s disposal of such FF&E or (b) notify Subtenant that Sublandlord desires to remove such FF&E. Sublandlord’s failure to either (x) timely notify Subtenant that Sublandlord consents to Subtenant’s disposal of the applicable FF&E or that Sublandlord desires to remove the applicable FF&E or (y) remove the applicable FF&E within twenty (20) days following Subtenant’s notice shall be deemed Sublandlord’s consent to Subtenant’s disposal of the applicable FF&E. Any FF&E provided to Subtenant is at Subtenant’s sole risk and responsibility, and Subtenant hereby waives and releases any and all claims against Sublandlord in equipment and personal property located in connection with any FF&E. Upon expiration or serving the sooner termination of this Sublease, at Subtenant’s option, Subtenant shall either (i) leave the remaining FF&E at the Sublease Premises in its “as-is, where-is and with all faults” condition, or (ii) purchase the remaining FF&E from Sublandlord for the consideration of $1, without warranty or representation of any kind, and remove the same condition from the Sublease Premises. The total number of Gym Items shall be a reasonable number and repair as when received, subject to normal wear and tear.
(b) Sublandlord has shall not made an independent investigation be a majority of the Premises or determination with respect to the physical and environmental condition items of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing gym equipment located in the areas referenced in this Section 5(b).
(c) Sublandlord hereby warrants that as of gym at the Commencement Date all mechanicalProject. Subtenant, plumbing at Subtenant’s sole cost and electrical systems within expense, shall move the portion of agreed Gym Items to the Sublease Premises shown on Exhibit B-1 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Date. Sublandlord hereby warrants that as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Date.
(d) Subtenant’s alterations and modifications of the Sublease Premises shall be governed by Article 11 of the Master Lease (as incorporated by Section 8 of this Sublease); provided, however, that Subtenant shall not be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises on two months following the Commencement Date, provided that Subtenant shall schedule the moving of such equipment with Sublandlord in advance and shall be solely responsible for any damage to such equipment, the Premises, the gym, or any Furniture (as defined below), at the end other portion of the TermProject caused by Subtenant in connection with moving such equipment. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors not have any right to perform such alterations or modifications. Sublandlord shall reimburse Subtenant for move the actual cost incurred by Subtenant Gym Items to remove Sublandlord’ sign from any location other than the Building, provided such removal is done at the same time as installation of Subtenant’s sign on the BuildingSublease Premises.
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Condition of the Sublease Premises. (a) Except as set forth in Section 5(c) below, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises or the built-in equipment or personal property located in or serving the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Sublease Premises and the built-in equipment and personal property located in or serving the Sublease Premises “as is, where is,” with all faults, without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy. Subtenant agrees to maintain (at its sole cost and expense) all built-in equipment and personal property located in or serving the Sublease Premises in the same condition and repair as when received, subject to normal wear and tear.
(b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation compliance with The Americans With Disabilities Act, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 5(b).
(c) Sublandlord hereby warrants that as of the Commencement Date all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-1 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Commencement Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Commencement Date. Sublandlord hereby warrants that as of May 1, 2006 (or, if later, the date of actual delivery of the portion of the Sublease Premises shown on Exhibit B-2) (the “Delivery Date”), all mechanical, plumbing and electrical systems within the portion of the Sublease Premises shown on Exhibit B-2 shall be in good working order and condition. Subtenant shall notify Sublandlord of any non-compliance with the foregoing warranty within 30 days of the Delivery Date and Sublandlord shall promptly repair or correct the defect. Sublandlord’s warranty and obligation to repair in accordance with the foregoing shall expire unless Subtenant notifies Sublandlord of a breach of the warranty within 30 days of the Delivery Date.
(d) Subtenant’s alterations and modifications 's taking possession of the Sublease Premises shall be governed by Article 11 conclusive evidence as against Subtenant that the Sublease Premises were in good order and satisfactory condition when Subtenant took possession. Without limiting or modifying any of Landlord's or Sublandlord's obligations to maintain the Sublease Premises as provided in the Prime Lease or herein, Subtenant acknowledges that it will be taking possession of the Master Lease (Sublease Premises in their current "AS-IS" and "WHERE LOCATED" condition. No promise of Sublandlord to alter, remodel and improve the Sublease Premises and no representation respecting the condition of the Sublease Premises or the Building, except as incorporated expressly set forth herein, has been made by Section 8 Sublandlord to Subtenant. Upon the expiration or earlier termination of this Sublease, Subtenant shall surrender the Sublease Premises in the condition required by the Prime Lease.
(b) Subtenant expressly acknowledges and understands that neither Sublandlord nor Landlord has made or is making any representation or warranty as to compliance of the Sublease Premises with any applicable law, including, but not limited to, any environmental laws or the Americans With Disabilities Act of 1990 (the "ADA"); provided. Subtenant warrants that its use of the Sublease Premises and the materials used in the conduct of its business operations at and on the Sublease Premises, howeveror the manner of use, and its waste, effluent and vapors will not violate any laws, ordinances, rules or regulations relating to or affecting the environment or dealing with environmental matters, as hereinafter defined, or hazardous substances of any kind or nature, whether imposed or enforced by any state, local or federal agency, and that Subtenant shall alter its use of the Sublease Premises to comply with such laws, ordinances, rules or regulations if required to do so by any such governmental agency. Subtenant shall not use the Sublease Premises, maintain them nor allow use of the Sublease Premises in any manner constituting a violation of any ordinance, statute, rule, regulation or order of any governmental authority, including, but not limited to, the ADA, zoning ordinances, or environmental rules, regulations and laws, nor will Subtenant maintain or permit any nuisance to occur or to be obligated to remove any lab benches, fume hoods, cold rooms or other built-in equipment present in the Premises maintained on the Commencement Date, or any Furniture (as defined below), at the end of the TermSublease Premises. In addition, Subtenant agrees that if any of Subtenant’s alterations or modifications require a building permit, Subtenant shall engage only licensed contractors not cause or permit injury or waste to perform such alterations the Sublease Premises or modifications. Sublandlord shall reimburse Subtenant for the actual cost incurred by Subtenant to remove Sublandlord’ sign from the Building, provided such removal is done and shall keep the Sublease Premises and the Parking Garage, loading, unloading, service and public areas used by Subtenant clear and free from rubbish, dirt, and debris at all times, and shall store all trash, garbage, and debris within the same time as installation of Subtenant’s sign on Sublease Premises until the Buildingregular pickup thereof.
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Samples: Sublease (Ipayment Inc)
