Common use of Delivery and Acceptance of Premises Clause in Contracts

Delivery and Acceptance of Premises. Landlord shall deliver the Premises to Tenant, on the Commencement Dates set forth in Section 1.8, and Landlord further warrants to Tenant that the Common Facilities referred to in Article 6, (i.e. plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Building, fixtures, walls, foundations, ceilings, roofs, floors, windows, access doors, loading doors, plate glass and skylights) shall be in good operating condition on the Commencement Date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of the Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within six (6) months after the corresponding Commencement Date shall cause the conclusive presumption that Landlord has complied with all of Landlord's obligations regarding the delivery of the Premises as set forth in this Section 2.2, unless said defect cannot be ascertained within six (6) months of that Commencement Date, in which case Tenant shall notify Landlord of such defect within thirty (30) days of detection of the defect or notice of a violation of the aforementioned warranties. Except as otherwise provided in this Lease, Tenant hereby accepts the Premises in their existing condition (punch list items excepted) as of the corresponding Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises and any covenants or restrictions of record, and accepts this Lease subject thereto as to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant's business.

Delivery and Acceptance of Premises. Landlord covenants and agrees to deliver possession of the Premises to Tenant on or before the Delivery Deadline. Landlord shall deliver and Tenant shall accept the Premises to Tenant, in its existing condition on an “as is” basis without representation or warranty of any kind except (a) Landlord represents that the loading dock doors and dock packages are in working order on the Commencement Dates set forth Delivery Date; (b) the representations and warranties with regard to HVAC contained in Section 1.88.3 hereof and (c) as expressly provided herein. Notwithstanding the foregoing, and Landlord further warrants may, but is not obligated to, remove the items listed in Section 1 of Exhibit C from the Premises before the Delivery Date. If Landlord fails to deliver possession of the Premises in the condition required hereunder by the Delivery Deadline (subject to Force Majeure), then, for each day of delay thereafter, Tenant that the Common Facilities referred to in Article 6, (i.e. plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Building, fixtures, walls, foundations, ceilings, roofs, floors, windows, access doors, loading doors, plate glass and skylights) shall be in good operating condition on entitled to a credit of one (1) day of free Rent against Base Rent due after the Rent Commencement Date. In Notwithstanding any other provisions of this Lease to the contrary, Tenant shall have the right to terminate this Lease without further obligation to Landlord in the event that it is determined that this warranty has been violated, then it shall be the obligation Landlord fails to deliver possession of the LandlordPremises in the condition required hereunder by August 1, after receipt of written notice from Tenant setting forth with specificity the nature of the violation2019, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such by giving written notice to Landlord within six of such termination at any time after such failure and before Landlord delivers the Premises. If this Lease is terminated as provided above, both parties shall automatically be released from any further liability or obligation whatsoever arising out of or based upon this Lease, except any obligation that specifically survives termination. Tenant shall not occupy the Premises prior to the Delivery Date unless the Landlord’s written consent is obtained. Prior to any occupancy by the Tenant of the Premises, Tenant shall provide notice of its occupancy to Landlord. Tenant shall be subject to all terms and conditions of this Lease during occupancy of the Premises, shall pay all utility costs incurred during occupancy and shall insure the Premises as required under this Lease, provided, however, Tenant shall not be required to pay Operating Costs or Real Estate Taxes (6except the one-time payment provided in Section 5.3) months after for the corresponding period from the Delivery Date to Rent Commencement Date. Within ten (10) days of Landlord’s request, Landlord and Tenant shall execute a ratification agreement that shall confirm the Delivery Date, the Rent Commencement Date and the expiration date of the Term of this Lease, shall cause acknowledge the conclusive presumption that Landlord has complied with all of Landlord's obligations regarding the Base Rent, delivery of the Premises as set forth in this Section 2.2, unless said defect cannot be ascertained within six (6) months of that Commencement Date, in which case Tenant shall notify Landlord of such defect within thirty (30) days of detection of the defect or notice of a violation of the aforementioned warranties. Except as otherwise provided in condition required by this Lease, Tenant hereby accepts Tenant’s Plans, and the Premises in their existing condition (punch list items excepted) as status of the corresponding Commencement Date or the date that Tenant takes possession payment of the PremisesTenant Allowance, whichever is earlier, subject to all applicable zoning, municipal, county consistent with the terms and state laws, ordinances and regulations governing and regulating the use conditions of the Premises and any covenants or restrictions of record, and accepts this Lease subject thereto as to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant's businessLease.

Delivery and Acceptance of Premises. Landlord shall deliver the Premises to Tenant, on the Commencement Dates set forth Date (unless Tenant is already in Section 1.8possession), and Landlord further warrants to Tenant that the Common Facilities referred to in Article 6, (i.e. plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Building, fixtures, walls, foundations, ceilings, roofs, floors, windows, access doors, loading doors, plate glass and skylights) shall be in good operating condition on the Commencement Date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of the Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within six (6) months after the corresponding Commencement Date shall cause the conclusive presumption that Landlord has complied with all of Landlord's obligations regarding the delivery of the Premises as set forth in this Section 2.2, hereunder unless said defect cannot be ascertained within six (6) months of that the Commencement Date, in which case Tenant shall notify Landlord of such defect within thirty (30) days of detection of the defect or notice of a violation of the aforementioned warranties. Except as otherwise provided in this Lease, Tenant hereby accepts the Premises in their existing condition (punch list items excepted) as of the corresponding Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises and any covenants or restrictions of record, and accepts this Lease subject thereto as and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant's business.

Delivery and Acceptance of Premises. Subject to Landlord’s express representations, warranties and covenants in this Lease (collectively, “Landlord’s Warranties”), Landlord shall deliver the Premises to Tenant in its As-Is condition for Tenant’s installation of Tenant Improvements therein in accordance with the provisions of Exhibit “C” attached hereto within one (1) business day after the mutual execution and delivery of this Lease (the actual date of delivery of the Premises to Tenant, on the Commencement Dates set forth “Delivery Date”), and Tenant shall accept the Premises in its As-Is condition for Tenant’s use and occupancy and improvement thereof in accordance with this Lease, subject to Landlord’s Warranties, including Landlord’s obligation to perform the Landlord’s Work (as defined in Section 1.8, and Landlord further warrants to Tenant 1.1 of Exhibit “C” attached hereto). The parties anticipate that the Common Facilities referred Delivery Date will occur on or before December 1, 2008. Except as otherwise expressly provided in this Lease, Landlord shall have no obligation to repair, restore, renovate or improve the Premises. If there are latent defects in Article 6the Premises or any part thereof, (i.e. plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Building, fixtures, walls, foundations, ceilings, roofs, floors, windows, access doors, loading doors, plate glass and skylights) Tenant shall be in good operating condition on the Commencement Date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of the Landlord, after receipt of written notice from deemed to have accepted same unless Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to notifies Landlord thereof within six (6) months after the corresponding Commencement Date Tenant obtains actual knowledge of such defect(s). Landlord shall cause the conclusive presumption that Landlord has complied have no responsibility to correct or liability with all of Landlord's obligations regarding the delivery respect to any latent defects in any portion of the Premises Tenant Improvements or Alterations (as set forth defined in this Section 2.210.2 below) installed by a contractor of Tenant, unless said defect cannot but shall be ascertained within six (6) months responsible for repair of that Commencement Date, or liable for latent defects in which case Tenant shall notify Landlord of such defect within thirty (30) days of detection the core and shell of the defect or notice Building, subject to all applicable statutes of a violation of the aforementioned warrantieslimitation. Except as otherwise expressly provided in this Lease, Tenant hereby accepts the Premises in their existing condition (punch list items excepted) as of the corresponding Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises and any covenants or restrictions of record, and accepts this Lease subject thereto as to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's any agent of Landlord has made any representation or warranty as with respect to the present Premises, the Building or future suitability any other portion of the Premises Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Project for the conduct of Tenant's ’s business. Nothing in this Section 1.2 shall modify, diminish or otherwise affect the repair and maintenance obligations of Landlord and Tenant set forth in Sections 9.1 and 9.2 below.

Delivery and Acceptance of Premises. Landlord shall deliver As of the completion of the work described in this Section 1.4, the Premises to Tenant, on and the Commencement Dates set forth in Section 1.8, and Landlord further warrants to Tenant that the Common Facilities referred to in Article 6, (i.e. plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Building, fixtures, walls, foundations, ceilings, roofs, floors, windows, access doors, loading doors, plate glass and skylights) Public Areas shall be in good operating working order and condition on and in compliance with applicable Legal Requirements. Following the Commencement Date. In the event that it is determined that this warranty has been violated, then it Landlord shall be the obligation of the Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptlyprovide, at Landlord's sole cost’s expense, rectify such violation. Tenant's failure to give such written notice to Landlord within six (6i) months after Complex-standard window blinds or treatments for windows in the corresponding Commencement Date shall cause Premises, (ii) new carpet and paint in the conclusive presumption that Landlord has complied with all of Landlord's obligations regarding cafeteria located on the delivery first (1st) floor of the Premises as Building and in the common corridor of the first (1st) floor of the Building; (iii) a replaced DDC HVAC control system in the Building; (iv) installation of roof drains to alleviate ponding on the roof of the Building, and (v) upgraded countertops and faucets with touchless fixtures in the restrooms located on the first (1st) and second (2nd) floors of the Building in accordance with the specifications therefor set forth in Exhibit H attached hereto and made a part hereof (the work described in this Section 2.2clause (v) being referred to as the “Restroom Upgrades”). In addition, unless said defect canLandlord shall make improvements to the finishes, furniture and lighting in the lobby of the Building as required by Tenant, not exceeding a total cost of $7,000.00. The work to be ascertained within six (6) months of that Commencement Dateperformed by Landlord described above shall be coordinated by Landlord with Tenant’s architect and Landlord shall use commercially reasonable efforts to perform such work by April 1, in which case 2014. If Landlord has not completed the Restroom Upgrades by June 1, 2014, Tenant shall notify Landlord of such defect within thirty be entitled to perform the uncompleted Restroom Upgrades and shall receive a credit against the Rent (30as hereinafter defined) days of detection payable by Tenant under this Lease in the amount of the defect or notice of a violation of actual reasonable out-of-pocket costs incurred by Tenant in so completing the aforementioned warrantiesRestroom Upgrades. Except as otherwise provided in this LeaseLandlord shall be responsible, Tenant hereby accepts the Premises in their existing condition (punch list items excepted) as of the corresponding Commencement Date or the date that Tenant takes possession of the Premisesat its sole cost and expense, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of deliver the Premises and any covenants or restrictions Public Areas of recordthe Building and all Building Systems in full compliance with applicable Legal Requirements, and accepts this Lease subject thereto in good working order and condition; Tenant’s Allowance (as to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as hereinafter defined) will not be applied to the present or future suitability cost of any work required to satisfy the Premises for the conduct of Tenant's businessforegoing requirement.

Delivery and Acceptance of Premises. Landlord shall deliver the Premises to Tenant, on the The Commencement Dates set forth in Section 1.8, and Landlord further warrants to Tenant that the Common Facilities referred to in Article 6, (i.e. plumbing, heating, air conditioning, ventilating, electrical, lighting facilities and equipment within the Building, fixtures, walls, foundations, ceilings, roofs, floors, windows, access doors, loading doors, plate glass and skylights) shall be in good operating condition on the Commencement Date. In the event that it is determined that this warranty has been violated, then it Date shall be the obligation earlier of (a) the Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within six (6) months after the corresponding Commencement Date shall cause the conclusive presumption that Landlord has complied with all of Landlord's obligations regarding the delivery of date the Premises as set forth in this are deemed available for occupancy pursuant to Section 2.23.02 hereof, unless said defect cannot be ascertained within six or (6b) months of that Commencement Date, in which case Tenant shall notify Landlord of such defect within thirty (30) days of detection of the defect or notice of a violation of the aforementioned warranties. Except as otherwise provided in this Lease, Tenant hereby accepts the Premises in their existing condition (punch list items excepted) as of the corresponding Commencement Date or the date that Tenant takes possession of the PremisesTenant, whichever is earlieror anyone claiming by, subject to all applicable zoningthrough or under Tenant, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises and occupies any covenants or restrictions of record, and accepts this Lease subject thereto as to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the present or future suitability portion of the Premises for the purpose of the conduct of Tenant's business’s (or such other person’s) business therein. Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that Tenant intends to construct Leasehold Improvements in the portion of the first floor of the C Wing of the Building in which Tenant’s reception area, operations laboratory and server rooms shall be located and the entire third floor of the C Wing of the Building (collectively, the “First Phase Leasehold Improvements”) prior to the construction of Leasehold Improvements in the remainder of the Premises. (The Leasehold Improvements to be constructed in the remainder of the Premises shall be herein called the “Remaining Leasehold Improvements”). Until the earlier of (a) the date the portion of the Premises in which the Remaining Leasehold Improvements are situated are deemed available for occupancy pursuant to Section 3.02 hereof, or (b) the date Tenant, or anyone claiming by, through or under Tenant, occupies any portion of the Premises in which the Remaining Leasehold Improvements are situated for the purpose of the conduct of Tenant’s (or such person’s) business therein (such earlier date being herein called the “Final Commencement Date”), Tenant’s obligation to pay Rent pursuant to Section 4.01 shall be limited to the portion of the Premises in which the First Phase Leasehold Improvements are situated. Rent for the entire Premises shall commence on the Final Commencement Date. Tenant and Landlord have targeted an October 18, 2004, Commencement Date for the portion of the Premises in which the First Phase Leasehold Improvements are situated and a December 1, 2004 Final Commencement Date. Tenant and Landlord have targeted an October 18, 2005 Must Take Premises Commencement Date.