Common use of Initial Tenant Work Clause in Contracts

Initial Tenant Work. As used herein, the “Initial Tenant Work” shall mean all alterations, additions or improvements performed, or to be performed, in or about the Premises that are required initially to put the Premises in condition suitable for Tenant’s use and occupancy for the Permitted Use, as and to the extent described in Exhibit C attached hereto, excluding the Shell Condition Work (as defined in Exhibit C attached hereto). The Initial Tenant Work shall include, without limitation, the Dedicated Venting System, the installation of a separate HVAC system for the 16th Floor Premises, and the installation of the Back-Up Power And Supplemental Components referenced in Exhibit F attached hereto. The Initial Tenant Work shall be performed by Landlord in accordance with, and subject to, the provisions of Exhibit C attached hereto. Landlord shall also deliver the Premises on the Term Commencement Date with all base building systems serving the Premises in good working order. Notwithstanding anything to the contrary, to the extent that any changes to the Base Building (as defined in Section 5 below) are specifically required solely because of Tenant’s research and development use, lab use or the lab specifications for the Initial Tenant Work (“Base Building Modifications”, which shall not include any modifications to the Base Building required by the Initial Tenant Work for general office use), Landlord shall perform such Base Building Modifications and Tenant shall pay for all costs of such Base Building Modifications as a part of the Excess Tenant Work Costs (as defined in Exhibit C attached hereto). Landlord represents to Tenant that, to Landlord’s knowledge, there are no actionable levels of Hazardous Materials (as defined in Exhibit F attached hereto) existing at the Premises as of the Effective Date. Landlord shall protect, defend, indemnify and hold Tenant harmless from any and all costs for any removal, encapsulation or remediation required by applicable Environmental, Health and Safety Laws for any actionable levels of Hazardous Materials existing at the Premises as of the Term Commencement Date, except to the extent such Hazardous Materials were brought onto the Premises or the Property by Tenant, its employees, agents, or contractors. Except as expressly provided in this Section 3.02, and subject to Landlord’s obligations as expressly provided in Exhibit C and its other obligations under this Lease, the Premises shall be leased by Tenant in their current “as is” condition and configuration without any representations or warranties by Landlord.

Initial Tenant Work. As used hereinTenant, at Tenant’s sole cost and expense (except as hereinafter provided), subject to, upon and in accordance with the following provisions of this Section 1.5, shall perform the work needed to prepare the Premises for Tenant’s initial occupancy thereof (such work being herein called the “Initial Tenant Work” shall mean all alterations, additions or improvements performed, or to be performed, in or about the Premises ”): 1.5.1. Landlord and Tenant acknowledge that are required initially to put the Premises in condition suitable for Tenant’s use Landlord has provided Tenant with complete and occupancy accurate as-built documents for the Permitted Use, as and to the extent described in Exhibit C attached hereto, excluding the Shell Condition Work (as defined in Exhibit C attached hereto). The Initial Tenant Work shall include, without limitation, the Dedicated Venting System, the installation of a separate HVAC system for the 16th Floor Premises, including architectural and the installation mechanical, electrical and engineering plans. Tenant shall submit to Landlord, for Landlord’s approval, a complete and coordinated set of the Back-Up Power And Supplemental Components referenced in Exhibit F attached hereto. The Initial Tenant Work shall be performed by Landlord in accordance withworking, finished and subject to, the provisions of Exhibit C attached hereto. Landlord shall also deliver the Premises on the Term Commencement Date with all base building systems serving the Premises in good working order. Notwithstanding anything to the contrary, to the extent that any changes to the Base Building (as defined in Section 5 below) are specifically required solely because of Tenant’s research detailed construction and development use, lab use or the lab engineering drawings and specifications for the Initial Tenant Work (such drawings and specifications are herein collectively called the “Base Building ModificationsInitial Tenant Work Plans”), which Initial Tenant Work Plans shall not include (i) comply with all Legal Requirements (as defined in Article 13 hereof) and, at a minimum, the Building standards attached hereto and made a part hereof as Exhibit I, and (ii) be sealed by a licensed architect and suitable for the issuance of any modifications to the Base Building required by building permit. Landlord’s approval of the Initial Tenant Work Plans shall not be unreasonably withheld, conditioned or delayed, unless the work described thereon either (x) affects the exterior (including the appearance) of the Building or any other portion of the Building outside of the Premises (except for general office usevents for laboratory areas), (y) is structural or negatively affects the structural elements of the Building, or (z) affects the usage or the proper functioning of the Building Systems (as defined in Article 13 hereof) or any part thereof. Landlord shall advise Tenant within ten (10) Business Days after receipt of the Initial Tenant Work Plans of its approval or disapproval thereof, and, if Landlord does not approve the Initial Tenant Work Plans, of the changes required in the same so that they will meet Landlord’s approval. If Landlord disapproves the Initial Tenant Work Plans, Tenant shall deliver, or cause its architect to deliver to Landlord, revised Initial Tenant Work Plans, which respond to Landlord’s requests for changes. Landlord shall advise Tenant within five (5) Business Days after receipt of any Initial Tenant Work Plans of its approval or disapproval thereof, and, if Landlord does not approve the revised Initial Tenant Work Plans, of the changes required in the same so that they will meet Landlord’s approval. This iterative process shall continue until Landlord and Tenant mutually agree upon the Initial Tenant Work Plans. If Landlord fails to respond in writing with its approval or disapproval of the Initial Tenant Work Plans within any such 10-Business-Day or 5-Business-Day period (as applicable), then the Initial Tenant Work Plans for which Landlord’s approval has then been requested shall be deemed approved by Landlord. 1.5.2. Landlord makes no representations or warranties regarding the compliance of the Premises with the Americans with Disabilities Act of 1990 (herein called the “ADA”), except that the Premises shall not be in violation of the ADA as of the date of delivery of possession to Tenant. With respect to any alterations or improvements that Tenant makes to the interior of the Premises (or which are made on Tenant’s behalf), including but not limited to the Initial Tenant Work, regardless of whether Tenant has obtained Landlord’s consent to such alterations or improvements, Tenant shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA. In addition, if any alterations are required to be made to the Premises due to changes in or regulations under the ADA or judicial interpretations of the requirements of the ADA coming into existence following the Commencement Date, or due to changes in Tenant’s use of the Premises or in the nature of Tenant’s conduct of its business in the Premises (including, but not limited to, any changes in use or business conduct arising out of a sublease or assignment, or resulting in the Premises being deemed a “place of public accommodation” under the ADA), Tenant shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA arising in connection therewith. Notwithstanding the foregoing, Landlord shall perform such be responsible for constructing any improvements to the Public Areas of the Building, the Building Systems and the structural elements of the Building which are required to be made to bring the Base Building Modifications into compliance with the ADA as of the Commencement Date, and to maintain such compliance during the Term of this Lease. 1.5.3. Tenant, promptly after Landlord’s approval of the Initial Tenant Work Plans, shall apply to the appropriate Governmental Authorities for any building permit(s) which shall be required in connection with Tenant’s performance of the Initial Tenant Work. 1.5.4. Tenant, following the issuance of any building permit(s) which shall be required in connection with Tenant’s performance of the Initial Tenant Work, shall commence to perform the Initial Tenant Work, and thereafter prosecute the Initial Tenant Work to completion (it being understood and agreed that Tenant shall not be obligated to commence the Initial Tenant Work promptly after issuance of said permits). Tenant shall perform the Initial Tenant Work in accordance with the approved Initial Tenant Work Plans, in compliance with all Legal Requirements, and otherwise in a good and workmanlike manner. 1.5.5. Tenant shall arrange for any inspections, and shall apply for and obtain any certificate of occupancy, required by any Governmental Authority, with respect to the Initial Tenant Work. 1.5.6. Tenant shall pay for all costs of such Base Building Modifications as a part incurred in connection with completion of the Excess Initial Tenant Work Work. Notwithstanding the foregoing, Tenant shall be entitled to have Tenant’s TW Costs (as defined in Exhibit C attached heretohereinafter defined). Landlord represents to Tenant that, to Landlord’s knowledge, there are no actionable levels of Hazardous Materials (as defined in Exhibit F attached hereto) existing at the Premises as of the Effective Date. Landlord shall protect, defend, indemnify and hold Tenant harmless from any and all costs for any removal, encapsulation or remediation required by applicable Environmental, Health and Safety Laws for any actionable levels of Hazardous Materials existing at the Premises as of the Term Commencement Date, except to the extent such Hazardous Materials were brought onto the Premises or the Property by Tenant, its employees, agents, or contractors. Except as expressly provided in this Section 3.02, and subject to of Landlord’s obligations TW Cost Obligation (as expressly provided in Exhibit C and its other obligations under this Lease, the Premises shall be leased by Tenant in their current “as is” condition and configuration without any representations or warranties by Landlord.hereinafter

Initial Tenant Work. As used hereinLandlord, at Landlord’s sole cost and expense (except as hereinafter provided), subject to, upon and in accordance with the following provisions of this Section 1.5, shall construct the Premises in accordance with the Initial Tenant Work Plans (as hereinafter defined) (such work being herein called the “Initial Tenant Work” shall mean all alterations, additions or improvements performed, or to be performed”), in or about accordance with the following provisions: 1.5.1. Landlord and Tenant have approved the final plans for the Premises that are required initially to put prepared by Xxxxxxxx Xxxxx Architects, dated 04/12/10, last revised 07/12/10, identified as Plan SP-2 (the Premises “Initial Tenant Work Plans”), attached hereto and made a part hereof as Exhibit B. 1.5.2. Landlord shall construct the Initial Tenant Work in condition suitable for Tenant’s use and occupancy for compliance with the Permitted UseAmericans with Disabilities Act of 1990 (the “ADA”), as and to the extent described such compliance is required as of the Commencement Date (and except with respect to compliance required due to installation of Tenant’s furniture, trade fixtures and equipment in Exhibit C attached heretothe Premises). With respect to any (i) particular use of the Premises by Tenant (other than general office use), excluding including any such particular use resulting from the Shell Condition Premises being deemed a “place of public accommodation” under the ADA, or (ii) alterations or improvements that Tenant makes to the interior of the Premises (or which are made on Tenant’s behalf, other than the Initial Tenant Work), regardless of whether Tenant has obtained Landlord’s consent to such alterations or improvements, Tenant shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA with respect to such particular use or alterations or improvements by Tenant. If any alterations are required to be made to the Premises due to changes in or regulations under the ADA or judicial interpretations of the requirements of the ADA coming into existence following the Commencement Date which impose obligations with respect to general office use, Landlord shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA arising in connection therewith. If any alterations are required to be made to the Premises due to changes in or regulations under the ADA or judicial interpretations of the requirements of the ADA coming into existence following the Commencement Date which impose obligations with respect to Tenant’s particular use of the Premises (other than general office use) or such Tenant’s particular use resulting in the Premises being deemed a “place of public accommodation” under the ADA, Tenant shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA arising in connection therewith. Notwithstanding the foregoing, Landlord shall be responsible for constructing any improvements to the Public Areas of the Building, the Building Systems and the structural elements of the Building which are required to be made to bring the Base Building into compliance with the ADA as of the Commencement Date, and to maintain such compliance during the Term of this Lease. 1.5.3. Landlord or Landlord’s agent shall act as construction manager with respect to the Initial Tenant Work. 1.5.4. Landlord shall substantially complete the Initial Tenant Work not later than November 1, 2010 (as defined in Exhibit C attached heretoextended by the number of days of Tenant Delays). The Landlord shall perform the Initial Tenant Work using Building-standard materials, in accordance with the Initial Tenant Work Plans, and otherwise in a good and workmanlike manner. Each office and conference room shall have installed therein at least one (1) electric receptacle containing four (4) electrical outlets and one (1) receptacle containing two (2) electrical outlets, and each cubicle shall have installed therein at least three (3) electrical outlets. Notwithstanding the foregoing, the Initial Tenant Work shall include, without limitation, the Dedicated Venting System, not include the installation of a separate HVAC system for the 16th Floor Premisesany network or voice/data wiring or cabling, and the set-up of Tenant’s equipment, or installation of the Back-Up Power And Supplemental Components referenced in Exhibit F attached heretoany furniture. 1.5.5. The Initial Tenant Work shall be performed deemed to be “substantially completed” even though minor details or adjustments of or in such work (herein called “punchlist items”) are not then completed and, so long as Tenant’s use and occupancy of the Premises is not prohibited by Landlord in accordance withwritten order of any applicable governmental authority, and subject to, the provisions no certificate of Exhibit C attached heretooccupancy has been issued. Landlord shall also indemnify, defend and hold harmless Tenant from and against any and all liability for violations of any applicable code, ordinance or other legal requirements arising in connection with Landlord’s performance of the Initial Tenant Work, including but not limited to any liability for Landlord’s failure to obtain any required certificate of occupancy. Tenant, within fifteen (15) Business Days after the Commencement Date, shall prepare, and deliver to Landlord, a list (herein called the Premises “Punch­list”) of all punchlist items with respect to the Initial Tenant Work; any punchlist items not included on the Term Commencement Date Punchlist shall be deemed waived by Tenant. Landlord shall, at its expense, complete or correct all punchlist items included on the Punchlist, within thirty (30) days of the delivery of the Punchlist to Landlord (or if such completion or correction work cannot with all base building systems serving due diligence be completed or corrected within thirty (30) days, then within a reasonable period of time thereafter, pro­vided that Landlord is prosecuting such work diligently); provided, however, that in no event shall Landlord be obligated to repair any damage to any of the Premises in good working order. Notwithstanding anything to the contrary, to the extent Initial Tenant Work that was caused by Tenant or any changes to the Base Building Tenant Parties (as defined in Section 5 below) are specifically required solely because of Tenant’s research Article 13 hereof). Landlord will warrant and development use, lab use or will cause the lab specifications for subcontractors performing the Initial Tenant Work (“Base Building Modifications”, which shall not include any modifications to the Base Building required by warrant the Initial Tenant Work against defects in workmanship and materials for general office use)a period of one (1) year after the date of substantial completion of the Initial Tenant Work. If Tenant discovers any such defect and notifies Landlord of same in writing before the expiration of such one (1) year period, Landlord shall perform shall, at its sole cost and expense, repair or correct such Base Building Modifications defect with reasonable dispatch and Tenant shall pay for all costs of such Base Building Modifications as a part diligence within thirty (30) days of the Excess Tenant Work Costs (as defined in Exhibit C attached hereto). Landlord represents to Tenant that, to Landlord’s knowledge, there are no actionable levels of Hazardous Materials (as defined in Exhibit F attached hereto) existing at the Premises as delivery of the Effective Date. notice thereof to Landlord shall protect(or if such repair or correction work cannot with due diligence be completed or corrected within thirty (30) days, defend, indemnify and hold Tenant harmless from any and all costs for any removal, encapsulation or remediation required by applicable Environmental, Health and Safety Laws for any actionable levels then within a reasonable period of Hazardous Materials existing at the Premises as of the Term Commencement Date, except to the extent such Hazardous Materials were brought onto the Premises or the Property by Tenant, its employees, agents, or contractors. Except as expressly provided in this Section 3.02, and subject to Landlord’s obligations as expressly provided in Exhibit C and its other obligations under this Lease, the Premises shall be leased by Tenant in their current “as is” condition and configuration without any representations or warranties by Landlordtime thereafter).