Common use of Delivery and Acceptance of Possession Clause in Contracts

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver shall exercise a good faith effort with respect to delivering possession of the Premises to Tenant on a certain date, and if with Landlord is unable to deliver possession of the Premises Work Substantially Complete to Tenant on or before January 1, 2012, but in the event that possession of the Premises with Landlord Work Substantially Complete is not delivered to Tenant within one hundred eighty (180) days after the Effective Date, and provided such date for any reason whatsoeverdelay is not caused by Tenant, then Tenant shall have the right to terminate this Lease by delivering written notice of such termination to Landlord, whereupon this Lease shall not be thereupon become null and void and of no further force or voidable except as provided effect whatsoever in this paragraphlaw or equity, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due damages related to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the such failure to timely deliver planspossession. Tenant has examined the Premises, insurance certificates or other items as required by this Lease), then and reviewed and approved Exhibit “C” with respect to Landlord Work to be constructed on the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by TenantPremises. Tenant shall accept possession and enter into good faith the Premises at such time as the Premises are Substantially Complete. Except as expressly set forth herein, Landlord has made no other representations, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of the entire Premises and commence the operation of its business therein within 30 days after any Laws thereon. Unless Exhibit “C” expressly describes specific initial Landlord Work to be performed by Landlord before the Commencement Date. Tenant acknowledges that it has had an opportunity , nothing contained in this Lease shall obligate Landlord to conduct, perform any Landlord Work other than Landlord Repairs and has conducted, such inspections Compliance Work as expressly the obligation of the Premises as it deems necessary Landlord pursuant to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms and conditions of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement DateLease.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-ISis”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possessionpossession or within ten (10) days therafter. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver agreement (provided that this clause does not excuse Landlord from its responsibility to Landlord an acknowledge agreement in meet its other obligations hereunder prior to the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datecommencement of rent obligations.).

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphvoidable, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an the opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-ISis”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord and delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, as appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises Zanker Road Space to Tenant with the Tenant Improvements for such space Substantially Completed as provided in Exhibit B on or before the Scheduled Commencement Date for such date for any reason whatsoeverspace, then this Lease shall not be void or voidable except as provided in this paragraphvoidable, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If However, if the delay in delivery Commencement Date is delayed due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors Delay (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Leasedefined in Exhibit B attached hereto), then the delivery date Commencement Date shall be deemed (the date the Tenant Improvements would have been completed but for the purposes Tenant Delays and Tenant shall be obligated to commencement paying Base Monthly Rent, Additional Rent and all other charges notwithstanding that it may not be able to occupy or use the Premises at the time. If the Tenant Improvements have not been Substantially Completed (as defined in Exhibit B attached hereto) within the later of calculating sixty (60) days after (a) the Commencement Dateapproval of the Construction Plans by Landlord, Tenant and the local governmental authority and the issuance to Landlord of all building permits by the local governmental authority, or (b) the date provided in the Premises would have been delivered but for such delays by Tenant. construction contract between Landlord and its general contractor to Substantially Complete the Tenant Improvements, subject to in any event Tenant Delays and Force Majeure Delays (as defined in Exhibit B attached hereto), then Tenant shall accept possession have the right as its sole and enter into good faith occupancy exclusive remedy to terminate this Lease upon written notice to Landlord within the earlier of (i) ten days after receipt of notice from Landlord of the entire Premises and commence the operation of its business therein within 30 delay or (b) ten days after the Commencement Dateend of said sixty (60) day period but prior to Substantial Completion of the Tenant Improvements. Tenant acknowledges that it has been leasing the Devcon Drive Space and is thoroughly familiar with such space, the Common Areas and the Project. Tenant also acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises Zanker Road Space as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing conditionin, “AS"as-IS”is", including all patent and latent defects, subject to completion of the Tenant Improvements. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession After Substantial Completion of the Premises to separate Tenant Improvements for the Zanker Road Space and Devcon Drive Space, Tenant, Landlord and Tenant at the request of Landlord, shall together execute an acceptance agreement in the form attached as Exhibit DEXHIBIT C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any Landlord does not deliver possession of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. to Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within thirty 30 days after the Commencement Effective Date, then Tenant shall have the right to terminate this Lease upon written notice to Landlord within ten (10) days after the end of said time period. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by LandlordNotwithstanding anything set forth above to the contrary, Tenant shall also execute Landlord shall, on or before the Commencement Date (i) repair the Building’s inoperable loading dock in order to cause the same to be in working condition, and deliver to Landlord an acknowledge agreement in (ii) cause the form attached hereby as Exhibit DHVAC units located on the roof of the Building, appropriate completedand the roof of the Building itself, to further confirm be in working condition and repair (the “Warranted Systems”). The foregoing shall not be deemed to require Landlord to replace any of the Warranted Systems, as opposed to repair any Warranted Systems. If it is determined during the first sixty (60) days of the Lease Term that any of the Warranted Systems were not in working condition and repair as of the Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant (and which shall not be included in Operating Expenses), shall perform such work or take such other action as may be necessary to place the same in working condition and repair.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 90 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom; however, if possession is not delivered within such 90 day period, Tenant as its sole remedy may cancel this Lease and receive a refund of any funds paid to Landlord hereunder. If As used above, the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due possession means simply the turnover of the physical possseion of and access to the acts Premises to Tenant for its Early Occupancy Period, as defined in the Rider, and does not mean or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date imply that the Premises would will be in any particular condition nor that any improvements or repairs will have been delivered but for completed as of the beginning of such delays by TenantEarly Occupancy Period. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided hereinin this Lease, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-ISis”, including all patent and latent defects. Tenant’s taking possession of any part of On the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to TenantCommencement Date, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DB, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver not be obligated to Landlord sign an acknowledge acceptance agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datethat contains information which is not true.

Delivery and Acceptance of Possession. If this Notwithstanding any provision ------------------------------------- to the contrary contained in the Lease provides Landlord represents and warrants that Landlord must deliver possession of on the Premises to Tenant on a certain dateCommencement Date all mechanical, electrical, plumbing, heating, air conditioning, ventilation systems. all other mechanical systems and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not roof system will be void or voidable except as provided in this paragraphgood working order and condition, and Landlord shall not be remain liable for such representation and warranty if it is incorrect, except to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any extent Such representation becomes incorrect as a result of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents contractors or contractors (including without limitation invitees. Notwithstanding anything to the failure to timely deliver plans, insurance certificates or other items as required by contrary in this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, including all patent and latent defects. Tenant’s taking possession of any part 's acceptance of the Premises shall not be deemed (I) a waiver of Tenant's fights (a) to be an acceptance by Tenant have defects in the construction of any work of improvement done by Landlord the new Interior Improvements as provided for in such part as complete and in accordance with the terms of Exhibit B to this Lease except for defects of which Tenant has given notifies Landlord written within one (1) year after the Commencement Date repaired at Landlord's sole expense or (b) with respect to matters and items covered by an express representation and warranty of Landlord set forth herein, or (ii) a waiver of Landlord's maintenance and repair obligations hereunder. Tenant shall give notice prior to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair such defect as soon as practicable. Tenant shall have the benefit of all warranties with respect to the time Premises which would reduce Tenant's maintenance obligations hereunder and shall cooperate with Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until enforce all such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datewarranties.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphuntil December 1, 1996, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises Preemies to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, --------- appropriately completed. Landlord shall have no obligation obligations to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphvoidable, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant act or any of its Agents or otherwise due to the acts or omissions omission of Tenant or its employees, agents or contractors (including including, without limitation limitation, the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Datewhen delivered by Landlord. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, ,” including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the a form attached as Exhibit D, appropriately completedto be provided by Landlord. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by LandlordNotwithstanding the foregoing, Tenant Landlord shall also execute cause the plumbing, electrical, and deliver heating and air conditioning systems serving the Premises to Landlord an acknowledge agreement be in the form attached hereby as Exhibit Dgood working condition, appropriate completedfree of defects, to further confirm and in compliance with laws, regulations, and codes on the Commencement Date. Any claims by Tenant under the preceding sentence shall be made in writing not later than the twentieth (20th) day after the Commencement Date. In the event Tenant fails to deliver a written claim to Landlord on or before such twentieth (20th) day, then Landlord shall be conclusively deemed to have satisfied its obligations under this Section 2.4. Landlord’s obligations under this Section 2.4 shall specifically exclude any obligation to repair any damage caused to the plumbing, electrical, and heating and air conditioning systems by Tenant or Tenant’s agents, advisors, employees, partners, shareholders, directors, customers, invitees or independent contractors (collectively, “Tenant’s Agents”).

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date with the Tenant Improvements Substantially Completed (as defined in Exhibit B), for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing or anything to the contrary contained in this Lease, (a) if the Commencement Date has not occurred on or before March 1, 2003 (as extended for Tenant Delays and Force Majeure Delays, as defined in Exhibit B), then Landlord shall reimburse Tenant for the Holdover Delay Payment (hereinafter defined) for the time period that the Commencement Date is delayed beyond March 1, 2003 (as extended for Tenant Delays and Force Majeure Delays) through the earlier of thirty (30) days after the Commencement Date occurs or such earlier date that Tenant ceases to be obligated to pay holdover rent under the Existing Lease (hereinafter defined), and (b) if the Commencement Date has not occurred on or before May 1, 2003 (as extended for Tenant Delays and Force Majeure Delays), then Tenant, as its sole and exclusive remedy (in addition to the payment by Landlord of the Holdover Delay Payment as provided below), may terminate this Lease by written notice to Landlord prior to the actual Commencement Date, whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant, and Landlord shall pay the Holdover Delay Payment to Tenant through May 31, 2003, but not for any period thereafter, to such extent such payment is due the landlord under the Existing Lease. Under no circumstances will Landlord pay more than $69,000.00 in Holdover Delay Payment even if the Commencement Date is delayed beyond May 1, 2003 and Tenant does not elect to terminate the Lease as provided above. The “Holdover Delay Payment” equals $23,000.00 per month, which represents one-half of the additional premium for the holdover rent that Tenant pays to its current landlord for Tenant’s lease of space at 2000 Xxxxx Xxxx., Suites 109 and 110, Santa Clara, California (the “Existing Lease”). If the delay landlord under the Existing Lease reduces or does not charge rent at the holdover rate under the Existing Lease, Landlord’s Holdover Delay Payment will be reduced according to equal one-half of the additional premium for holdover rent for the Existing Lease. Landlord will make the Holdover Delay Payment to Tenant either in delivery is a lump sum payment within 10 days after the Commencement Date or as a credit against Base Monthly Rent and Additional Rent coming due under this Lease. Notwithstanding anything to the contrary contained in this Lease, Landlord warrants and represents that as of the Commencement Date, (i) the Premises will comply with all Laws, except for any improvements required due to Tenant’s particular use of the Premises, the particular manner in which it conducts its business in the Premises, or any delay caused Trade Fixtures or Tenant Alterations made by Tenant, (ii) the Tenant Improvements and the Premises will be in good and clean operating condition and repair, (iii) the electrical (including outlets and panels), mechanical, HVAC, plumbing, sewer, elevator, sprinkler (including interior and exterior landscaping) and other systems serving the Premises and the Building as well as the lighting, ceiling tiles and window coverings in the Premises and the parking lot will be in good operating condition and repair, and (iv) the roof (including the roof membrane) of the Building will be in good condition and water tight. During the first six (6) months after the Commencement Date, Landlord shall, promptly after receipt of notice from Tenant, remedy any non-compliance with such warranty at Landlord’s sole cost and expense, except if such work is required due to (a) the negligence, willful misconduct or misuse by Tenant or any of its Agents Agents, or otherwise due (b) the installation of any Trade Fixtures or Tenant Alterations, in which case Tenant shall be solely responsible for the cost of such work. Subject to the acts or omissions of Tenant or its employeesforegoing, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-ISis”, including all patent and latent defects. Tenant’s taking possession of , except for any part defects in the structural parts of the Premises Building (which for purposes hereof shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete mean the foundation, load bearing walls and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possessionroof structure). At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall The failure of Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant Acceptance Agreement shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm not extend or delay the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If Notwithstanding the delay foregoing, if Landlord does not deliver possession of the Premises to Tenant with the Tenant Improvements Substantially Completed within 90 days after the Scheduled Commencement Date (as such 90-day period shall be extended for “Force Majeure Delays” and “Tenant Delays” as such terms are defined in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this LeaseExhibit B attached hereto), then Tenant (if the delivery date delay was not due to a Tenant Delay), Tenant shall have the right to terminate this Lease upon written notice to the Landlord within ten (10) days after receipt of written notice from Landlord that there will be deemed a delay beyond such time period (for the purposes provided that Landlord has not delivered possession of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by to Tenant with the Tenant Improvements Substantially Complete prior Tenant’s delivery of its termination notice). Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after on the Commencement Date. , provided the Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its conditionImprovements have been Substantially Completed. Except for the Tenant Improvements to be completed by Landlord and as otherwise specifically provided hereinherein and subject to Landlord’s maintenance, repair and restoration obligations under Articles 6, 11 and 12, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-ISis”. Subject to the warranties set forth in the Work Letter with respect to the Tenant Improvements, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease Premises except for defects in the Premises of which Tenant has given Landlord written notice prior within 90 days after the Commencement Date (which defects shall be repaired by Landlord at no additional charge to the time Tenant takes possessionas soon as is commercially reasonable), and Landlord’s maintenance, repair and restoration obligations. Landlord’s obligation to repair such defects shall not include or apply to any damage caused by Tenant or any of Tenant’s Agents. At the time Landlord delivers possession of the Premises to TenantTenant with the Tenant Improvements Substantially Complete, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall The failure of Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant Acceptance Agreement shall also execute not extend or delay the Commencement Date and deliver to Landlord an acknowledge agreement the Commencement Date shall be deemed the date specified in the form attached hereby as Exhibit D, appropriate completed, Acceptance Agreement or other notice delivered by Landlord to further confirm the Commencement DateTenant.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must shall deliver possession of the Premises to Tenant on a certain datein broom clean, weathertight condition, free of all persons and personal property (other than the Cubicles (hereinafter defined)), in compliance with all applicable Laws (including any work or improvements required for the Tenant Improvements (as provided in Exhibit B), but excluding the installation of any Trade Fixtures by Tenant) and with all building systems (including without limitation all plumbing, HVAC, sewage and electrical systems) and building facilities (including without limitation wiring and conduits, gas lines (if any), water pipes, and if plumbing and sewage facilities) in good working order, condition and repair. If Landlord is unable to deliver possession of the Premises to Tenant in such condition with the Tenant Improvements Substantially Completed on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphSection 2.4, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If To the extent any delay in delivery Substantially Completing the Tenant Improvements or in delivering possession to Tenant is due to any delay caused by Tenant or any of its Agents Delay (as defined in Exhibit B) or otherwise due to the acts or, where there is a duty to act at law or under this Lease, the omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date Commencement Date shall be deemed (for the purposes of calculating the Commencement Date) to be the date the Premises Commencement Date would have been delivered occurred but for any such delays delay by Tenant. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant in the condition required hereunder within 90 days after the Scheduled Commencement Date, then Tenant (if the delay was not due to a Force Majeure Delay, Tenant Delay or otherwise due to the acts or, where there is a duty to act at law or under this Lease, the omissions of Tenant or its employees, agents or contractors as provided above) shall have the right as its sole and exclusive remedy to terminate this Lease upon written notice to Landlord within ten 10 days after the earlier of (i) notice from Landlord that there will be a delay beyond said time period, or (ii) after the end of said time period. Provided the Premises are delivered in the condition required hereunder, Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Datewhen delivery is offered by Landlord. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, and provided that Landlord delivers the Premises to Tenant in the condition required hereunder, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-AS IS”. Within ten (10) business days after Tenant’s actual knowledge of any latent defect, including all patent Tenant shall send written to Landlord setting forth in reasonable detail the nature of such latent defect. Provided such notice is received by Landlord on or before the first (1st) anniversary of the Commencement Date, Landlord shall, without cost to Tenant, within a reasonable period of time after receipt of such notice, commence to correct such latent defect, and latent defectsshall diligently pursue the same to completion. Subject to the foregoing, Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of or improvement done by Landlord in such part as complete Substantially Complete and in accordance with the terms of this Lease except for (a) defects of which Tenant has given Landlord written notice prior to the time within thirty (30) days after Tenant takes possession, and (b) punch list items. At the time Within fifteen (15) days after Landlord delivers possession of the Premises to TenantTenant in the condition required hereunder, Landlord shall prepare and Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. The failure of Tenant to execute such agreement or the failure of Landlord to request such agreement within such fifteen (15) day period shall have no obligation to deliver possession, not delay or extend the Commencement Date nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datewithin such fifteen (15) day period.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due Tenant acknowledges that it has had an opportunity to any delay caused by Tenant or any conduct, and has conducted, such inspections of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenantas it deems necessary to evaluate its condition. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”"as- is", including all patent and latent defects. Landlord makes no representation that the Premises as of the date hereof and as the Commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the "ADA"). With respect to the Common Areas, Landlord shall be responsible for performing any work required to the Common Areas to comply with the requirements of the ADA provided that such work is not required as a result of Tenant’s 's Alterations, including the initial Tenant Improvements, and Landlord shall be responsible for performing any work required to the entrance ramps to the Premises to comply with the requirements of the ADA provided that such work is not required as a result of Tenant's changes to the entrances of the Premises or any other Tenant's Alterations, including the initial Tenant Improvements. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement a commencement memorandum in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement commencement memorandum has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datecommencement memorandum.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises Premises, as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant act or any of its Agents or otherwise due to the acts or omissions omission of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises to Tenant within 180 days after the date this Lease has been fully executed by the parties, then Tenant (if the delay was not due to a Tenant Delay or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors as provided above), shall have the right to terminate this Lease upon written notice to the Landlord at any time prior to the date Landlord delivers possession of the Premises to Tenant, whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant. Tenant's election to terminate shall be Tenant's sole and exclusive remedy for a delay in delivery of possession of the Premises, unless the Premises have been vacated and possession surrendered by the existing tenant in such space and Landlord intentionally delays delivery of possession. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its conditionwhen delivered by Landlord. Except as otherwise specifically provided hereinin this Lease, Tenant agrees to accept possession of the Premises in its then existing condition, “"AS-IS”", including all patent and latent defects. Tenant’s taking possession Landlord represents and warrants to its actual knowledge as of the date hereof that: (i) Landlord does not have notice of a violation of any part applicable Law regarding the physical condition of the Premises, the Building and the Project based on the current condition of the Premises, Building and Project and the applicable Laws in existence and as applied by the local governmental authority as of the date hereof; (ii) As of the Early Access Date (as defined in Section 2.5 below), the Premises will be in good and clean operating condition and repair and the electrical, mechanical, HVAC, plumbing, sewer, systems serving the Premises and the Building will be in good operating condition and repair; and (iii) As of the Early Access Date, the roof of the Building will be in good condition and water tight. Notwithstanding the foregoing, Landlord agrees that it will make all repairs to remedy a defective condition (as opposed to repairs and maintenance required due to ordinary wear and tear and other normal and customary service) with respect to the HVAC system serving the Premises for a period of twelve (12) months following the Early Access Date; provided that such repair work is not required due to any negligence, misuse, willful misconduct or fault of Tenant or any of Tenant's Agents or due to any alterations, fixturing or other work done by Tenant or any of its Agents. In addition, if there is a breach of the representation and warranty provided in paragraph (ii) above and Tenant notifies Landlord of such breach within thirty (30) days after the Early Access Date and any work necessary to remedy such breach is not due to any negligence, misuse, willful misconduct or fault of Tenant or any of Tenant's Agents or due to any alterations, fixturing or other work done by Tenant or any of its Agents, then Landlord, at its expense, agrees to undertake the work to remedy such breach as soon as is commercially reasonable. Tenant's acceptance of the Premises shall not be deemed a waiver of Tenant's right to be an acceptance by Tenant of any work of improvement done by Landlord have defects in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession structural portions of the Premises repaired at no cost to Tenant. Within five (5) business days after request by Landlord, Landlord and Tenant shall together execute an acceptance agreement substantially in the form attached as Exhibit DEXHIBIT C, appropriately completed. The failure of Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until request such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because the failure of Tenant’s failure Tenant to execute such acceptance agreement. If requested by Landlord, Tenant agreement shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm not delay the Commencement DateDate or the date by which Tenant must commence paying any rent under this Lease.

Delivery and Acceptance of Possession. If this Lease provides The Scheduled Commencement Date is the date estimated by the parties that will be thirty (30) days after the date Landlord must deliver obtains possession of the Premises from the existing tenant. Since the Tenant Improvements may not be Substantially Completed by the Scheduled Commencement Date, Tenant will not be able to Tenant on a certain date, and if Landlord is unable to deliver possession use all of the Premises while the Tenant Improvements are being constructed. Subject to the scope of the Tenant on or before Improvements contained in the Construction Plans (as defined in Exhibit B attached hereto), the parties contemplate that Tenant will be able to occupy approximately one-half of the Premises while Landlord's contractor is constructing the Tenant Improvements in the remainder of the Premises. Tenant agrees to cooperate with Landlord's contractor in connection with the construction of the Tenant Improvements and not to interfere with the work of the contractor, including any work that may have to be done in the area of the Premises being occupied by Tenant. Tenant acknowledges and accepts the various inconveniences that may be associated with the use of any portion of the Premises and Common Areas during the construction of the Tenant Improvements, such date for any reason whatsoeveras construction obstacles, then this Lease noise and debris, the passage of work crews, uneven air conditioning service and other typical conditions incident to the construction of improvements. Tenant agrees that such inconveniences and annoyances shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to give Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenantrights against Landlord. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement DateTenant Improvements have been Substantially Completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and defects, but excluding all latent defects, which Landlord shall promptly repair after receipt of written notice of such latent defect. Tenant agrees to provide notice to Landlord of any latent defects promptly after Tenant discovers such latent defect. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At , After the time Landlord delivers possession Commencement Date and Substantial Completion of the Premises to TenantTenant Improvements, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DEXHIBIT C, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent in accordance with this Lease shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors Delay (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease)defined in Exhibit B) , then Substantial Completion of the delivery date Tenant Improvements shall be deemed (for the purposes of calculating the Commencement Date) to be the date the Premises Tenant Improvements would have been delivered Substantially Completed but for such delays by TenantTenant Delays. Tenant shall accept possession and enter into good faith occupancy of Notwithstanding the entire Premises and commence foregoing, if the operation of its business therein Commencement Date does not occur within 30 90 days after the Scheduled Commencement Date, which date is not subject to extension due to Force Majeure Delays (as that term is defined in Exhibit B), then Tenant (if the delay was not due to a Tenant Delay), as its sole and exclusive remedy, shall have the right to terminate this Lease upon written notice to Landlord within ten (10) days after the earlier of (i) notice from Landlord that there will be a delay beyond said 90-day time period, or (ii) end of said time period. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections Upon Substantial Completion of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to TenantImprovements, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. The failure of Landlord shall have no obligation to deliver possession, nor shall or Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant agreement shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm not delay the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except for a period of 60 days thereafter (subject to further extension due to “Tenant Delays” and “Force Majeure Delays” as provided such terms are defined in this paragraphExhibit B attached hereto), and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-IS”, is,” including all patent and latent defectsdefects except as expressly provided below in this section. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possessionas hereinafter provided. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by LandlordLandlord represents and warrants to its actual knowledge as of the date hereof, Tenant shall also execute without independent investigation or the imputation of knowledge from any other party, that the plumbing, electrical and deliver to Landlord an acknowledge agreement HVAC system are or will be in the form attached hereby good working condition as Exhibit D, appropriate completed, to further confirm of the Commencement Date. Within sixty (60) days after the Commencement Date, Tenant may provide Landlord with a written notice of any electrical, plumbing or building systems for the Premises that were not working as of the Commencement Date, and Landlord agrees to promptly repair such system in a manner reasonably determined by Landlord; provided, however, that Tenant’s obligation to pay Base Monthly Rent, additional rent and other sums under the Lease shall not be affected thereby. If Tenant fails to submit such a written notice to Landlord within such sixty (60) day period, Tenant agrees that it will conclusively be deemed to have found the Premises to be in satisfactory condition, with all work required of Landlord completed.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to (deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except void able, so long as provided the Premises are Substantially Complete (as defined in Exhibit B, the Interior Improvement Agreement) not later than December 31, 1999, plus one day for each day of delay in completion caused by Tenant as defined in Paragraph 7 of Exhibit B, the Interior Improvement Agreement, and one day for each day of delay caused by force majeure factors as defined in Paragraph 15.14 of this paragraph, Lease and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due However, no more than thirty (30) calendar days shall be added to the acts or omissions foregoing period on account of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenantforce majeure. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and endeavor to commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an un opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, (including the warranties of Landlord set forth herein, which shall not be affected by Tenant's acceptance of possession) Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possessionpossession and except for items covered under the Landlord's warranties provided in this Lease. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, D appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.LEASE --------------------------------------------------------------------------------

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to ------------------------------------- deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after Commence on the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”, is" including all patent and latent defects. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an in acceptance by Tenant of any of work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has ties given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to --------- deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver See First Addendum to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement DateLease paragraph 5.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphvoidable, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if delivery of possession of the Premises to Tenant shall occur after the date that is sixty (60) days after the Scheduled Commencement Date (other than by reason of Force Majeure or Tenant Delay) (the “Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a day for day credit against Base Monthly Rent for each day of delay in delivery beyond the Outside Delivery Date until the occurrence of the delivery of the Premises to Tenant (or if applicable, the Critical Outside Delivery Date), and if delivery occurs on or after the date that is sixty (60) days following the Outside Delivery Date (other than by reason of Force Majeure or Tenant Delay) (the “Critical Outside Delivery Date”) and such delay actually delays Tenant’s occupancy of the Premises, then Tenant shall receive a two (2)-day credit against Base Monthly Rent for each day of delay in delivery beyond the Critical Outside Delivery Date until the delivery of the Premises to Tenant. If any portion of the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors Delay (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Leasedefined in Exhibit B), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided hereinin the Lease, Tenant Xxxxxx agrees to accept possession of the Premises in its then existing condition, “AS-AS- IS”, including all patent and latent defects. Tenant, and Xxxxxx’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possessioncomplete. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by LandlordLandlord represents, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm of the Commencement Date, that to Landlord’s knowledge, Building systems serving the Premises are in good working order. Tenant shall have access to the Premises. Building, parking and other Common Areas twenty-four (24) hours a day, seven (7) days a week with utility services being provided at all times, subject to the terms of this Lease. Tenant shall have the right to install a security system pertaining to the Premises including, without limitation, a card key access system on the elevators (and subject to compliance with the applicable laws, on the stairwells) enabling Tenant to lock off any full and half floors that it occupies as well as at various access points within the Premises, provided that: (i) any work performed by Tenant in installing such system shall be #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences 000 Xxxxxxxxx Xxxxx...docx ACTIVE\201239119.12 performed in accordance with the provisions of this Lease and Tenant shall provide to Landlord card keys to allow Landlord to access the Premises, subject to, and in accordance with, the provisions of this Lease.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenantthere from. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement DatePremises. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement Punch List Agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.as

Delivery and Acceptance of Possession. Landlord shall exercise diligent efforts to deliver Suite F to Tenant, in the condition required under this Lease, by March 22, 2001. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date date, as extended for Tenant Delay, for any reason whatsoeverother than Tenant Delay, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 90 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If therefrom unless the delay in delivery is a result of Landlord's sole negligence. If a delay in delivery is a result of Landlord's sole negligence, Landlord shall reimburse Tenant for Tenant's actual costs incurred due to any such delay; provided however that Landlord's said reimbursement obligation shall not exceed the Rent that Tenant would have paid hereunder for the period of such delay. If Tenant has not contributed to such delay caused by there shall be a proportionate reduction of the Base Monthly Rent covering the period between the Commencement Date and the date Landlord actually tenders possession of the Premises to Tenant. Subject to Tenant Delay, if each Suite has not been tendered to Tenant on or any of its Agents before 90 days after Scheduled Commencement Date for such Suite, then either Landlord or otherwise due Tenant shall have the right to terminate this Lease as to such Suite upon written notice to the acts or omissions of Tenant or its employees, agents or contractors other party (including without limitation provided that the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then party giving such notice has not been the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy cause of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Datedelay.). Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Landlord makes no representation or warranty whatsoever, express or implied, concerning the fitness or suitability of the Premises for the conduct of Tenant’s 's business or for any other purpose. Tenant's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of each Suite of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession Early Occupancy (as provided for in Paragraph 2 of the First Addendum To Lease) of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession Early Occupancy (as provided for in Paragraph 2 of the First Addendum To Lease) of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 60 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defectsdefects subject to First Addendum To Lease Paragraph 5 and completion of Interior Improvements. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior within 30 days after notice to the time Tenant takes possession. At the time Landlord delivers possession of Substantial Completion of the Premises Interior Improvements and subject to Tenant, Landlord and Tenant shall together execute an acceptance agreement 's Early Occupancy right as provided for in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, Paragraph 2 of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement DateFirst Addendum To Lease.

Delivery and Acceptance of Possession. If this Lease provides that ------------------------------------- Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except for a period of 60 days thereafter (subject to further extension due to "Tenant Delays" and "Force Majeure Delays" as provided such terms are defined in this paragraphExhibit B attached hereto), and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”, is," including all patent and latent defectsdefects except as expressly provided below in this section. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possessionas hereinafter provided. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no --------- obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by LandlordLandlord represents and warrants to its actual knowledge as of the date hereof, Tenant shall also execute without independent investigation or the imputation of knowledge from any other party, that the plumbing, electrical and deliver to Landlord an acknowledge agreement HVAC system are or will be in the form attached hereby good working condition as Exhibit D, appropriate completed, to further confirm of the Commencement Date. Within sixty (60) days after the Commencement Date, Tenant may provide Landlord with a written notice of any electrical, plumbing or building systems for the Premises that were not working as of the Commencement Date, and Landlord agrees to promptly repair such system in a manner reasonably determined by Landlord; provided, however, that Tenant's obligation to pay Base Monthly Rent, additional rent and other sums under the Lease shall not be affected thereby. If Tenant fails to submit such a written notice to Landlord within such sixty (60) day period, Tenant agrees that it will conclusively be deemed to have found the Premises to be in satisfactory condition, with all work required of Landlord completed.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of ninety (90) days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 thirty (30) days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS-IS”"as is;" provided, including all patent and latent defects. Tenant’s taking however, Tenant may notify Landlord in writing within thirty (30) days after Tenant takes possession of any part of the Premises of any defects in the Premises claimed by Tenant. Except for defects stated in such notice, Tenant shall be deemed conclusively presumed to have accepted the Premises in the condition existing on the ate Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Except as to improvements to be an acceptance by Tenant of any work of improvement done constructed by Landlord in such part pursuant to 2.3, Landlord makes no representation that the Premises as complete of the date hereof and in accordance as of the commencement Date does or will comply with the terms Americans with Disabilities Act of this Lease except for defects of which Tenant has given Landlord written notice prior to 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the time Tenant takes possession"ADA"). At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement a commencement memorandum in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement commencement memorandum has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute exercise such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datecommencement memorandum.

Delivery and Acceptance of Possession. The parties anticipate that the "Tenant Improvements" will be "Substantially Completed," subject to "Tenant Delays" and "Force Majeure Delays" (as such terms are defined in Exhibit B attached hereto) by the Scheduled Commencement Date. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as voidable. If the Commencement Date has not occurred within 60 days after the Scheduled Commencement Date, then (i) Tenant shall have the right to terminate upon written notice to Landlord within five (5) days after the earlier of receipt of notice from Landlord that there will be a delay beyond said 60 day period or the end of said 180 day period, provided in this paragraphthat any delay is not due to a Tenant Delay or a Force Majeure Delay, and (ii) Landlord shall have the right to terminate upon written notice to Tenant within five (5) days after the end of said 60 period if such delay is due to any Tenant Delay or Force Majeure Delay. Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Tenant’s taking possession of any part of , except as provided in the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms following paragraph of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datesection 2.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and then if Landlord is unable to deliver possession of the Premises to Tenant on or before such date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of 180 days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “ASas-ISis”, including all patent and latent defects. Tenant’s taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides The Scheduled Commencement Date is the date estimated by the parties that will be thirty (30) days after the date Landlord must deliver obtains possession of the Premises from the existing tenant. Since the Tenant Improvements may not be Substantially Completed by the Scheduled Commencement Date, Tenant will not be able to Tenant on a certain date, and if Landlord is unable to deliver possession use all of the Premises while the Tenant Improvements are being constructed. Subject to the scope of the Tenant on or before Improvements contained in the Construction Plans (as defined in Exhibit B attached hereto), the parties contemplate that Tenant will be able to occupy approximately one-half of the Premises while Landlord's contractor is constructing the Tenant Improvements in the remainder of the Premises. Tenant agrees to cooperate with Landlord's contractor in connection with the construction of the Tenant Improvements and not to interfere with the work of the contractor, including any work that may have to be done in the area of the Premises being occupied by Tenant. Tenant acknowledges and accepts the various inconveniences that may be associated with the use of any portion of the Premises and Common Areas during the construction of the Tenant Improvements, such date for any reason whatsoeveras construction obstacles, then this Lease noise and debris, the passage of work crews, uneven air conditioning service and other typical conditions incident to the construction of improvements. Tenant agrees that such inconveniences and annoyances shall not be void or voidable except as provided in this paragraph, and Landlord shall not be liable to give Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenantrights against Landlord. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 days after the Commencement DateTenant Improvements have been Substantially Completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided herein, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and defects, but excluding all latent defects, which Landlord shall promptly repair after receipt of written notice of such latent defect. Tenant agrees to provide notice to Landlord of any latent defects promptly after Tenant discovers such latent defect. Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At After the time Landlord delivers possession Commencement Date and Substantial Completion of the Premises to TenantTenant Improvements, Landlord and Tenant shall together execute an acceptance agreement in the form attached as Exhibit DC, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent in accordance with this Lease shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Date.

Delivery and Acceptance of Possession. If this Lease provides that Landlord must deliver possession of the Premises to Tenant on a certain date, and if Landlord is unable to deliver possession of the Premises to Tenant on or before such date the Scheduled Commencement Date for any reason whatsoever, then this Lease shall not be void or voidable except as provided in this paragraphfor a period of ninety (90) days thereafter, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If the delay in delivery is due to any delay caused by Tenant or any of its Agents or otherwise due to the acts or omissions of Tenant or its employees, agents or contractors (including without limitation the failure to timely deliver plans, insurance certificates or other items as required by this Lease), then the delivery date shall be deemed (for the purposes of calculating the Commencement Date) the date the Premises would have been delivered but for such delays by Tenant. Tenant shall accept possession and enter into good faith occupancy of the entire Premises and commence the operation of its business therein within 30 ninety (90) days after the Commencement Date. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Premises as it deems necessary to evaluate its condition. Except as otherwise specifically provided hereinin Paragraph 2.3, Tenant agrees to accept possession of the Premises in its then existing condition, “AS"as-IS”is", including all patent and latent defects. Landlord makes no representation that the Premises or the Building as of the date hereof and as of the Commencement Date does or will comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 - 12213), or any regulations promulgated thereunder (the "ADA"). Tenant’s 's taking possession of any part of the Premises shall be deemed to be an acceptance by Tenant of any work of improvement done by Landlord in such part as complete and in accordance with the terms of this Lease except for defects of which Tenant has given Landlord written notice prior to the time Tenant takes possession. At the time Landlord delivers possession of the Premises to Tenant, Landlord and Tenant shall together execute an acceptance agreement a commencement memorandum in the form attached as Exhibit D, appropriately completed. Landlord shall have no obligation to deliver possession, nor shall Tenant be entitled to take occupancy, of the Premises until such acceptance agreement commencement memorandum has been executed, and Tenant’s 's obligation to pay Base Monthly Rent and Additional Rent shall not be excused or delayed because of Tenant’s 's failure to execute such acceptance agreement. If requested by Landlord, Tenant shall also execute and deliver to Landlord an acknowledge agreement in the form attached hereby as Exhibit D, appropriate completed, to further confirm the Commencement Datecommencement memorandum.