Common use of Landlord Obligations Clause in Contracts

Landlord Obligations. Landlord shall maintain in first class condition and repair, reasonable wear and tear excepted each of the following (a) the structural and non-structural portions of the roof of the Building, including the roof coverings; (b) the foundations, columns, footings, load-bearing walls, sub-flooring, and all pipes and conduits to the point of entry into the Building; (c) the exterior walls of the Building, including, without limitation, any painting, sealing, patching and waterproofing of such walls and the repairing, resealing, cleaning and replacing of the exterior windows, (d) the ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment as more fully described in Schedule 1 of the Tenant Improvement Agreement (collectively, the “Base Building Systems”) (excluding Tenant Systems as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The cost of performing such maintenance and repairs shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7. Notwithstanding the foregoing, if any such repair or maintenance is necessary due to the act or omission of Tenant or any Tenant Party, Tenant shall pay the cost of such work. Tenant shall promptly give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same, subject to compliance with Paragraph 14.1 below. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building.

Landlord Obligations. Landlord shall maintain in first class condition and repair, reasonable wear and tear excepted each of the following (a) the structural and non-structural portions of the roof of the Building, Building including the roof coverings; (b) the foundationsfoundation, floor slabs, roof, curtain walls, columns, footingsbeams, load-bearing wallsshafts, sub-flooringstairs, and all pipes and conduits to the point of entry into the Building; (c) the exterior walls of the Buildingparking areas, includingstairwells, without limitationplazas, any paintingpavement, sealingsidewalks, patching and waterproofing of such walls and the repairingcurbs, resealingentrances, cleaning and replacing of the exterior windowslandscaping, (d) the ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems telephone closets and equipment as more fully described in Schedule 1 of all Common Areas and public areas and the Tenant Improvement Agreement HVAC System (collectively, “Building Structure”) and shall also maintain and repair the basic mechanical, electrical, life-safety and plumbing and sprinkler systems (collectively, “Base Building Systems”) (excluding all in good operating order and repair. Notwithstanding anything in this Lease to the contrary, Tenant Systems as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The cost of performing such maintenance and repairs shall be included in Operating Expenses, required to repair the Building Structure and/or the Building Systems and/or the Building to the extent permitted required because of (i) Tenant’s use of all or a portion of the Premises for other than normal and customary corporate headquarter/research and development operations or (ii) action or inaction by Tenant or its agents, employees or contractors that has damaged the Building Structure and/or the Building Systems. Notwithstanding any provision set forth in this Article 7 to the contrary, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord pursuant to Paragraph 7. Notwithstanding the foregoingterms of this Lease and which if not performed will materially and adversely prevent Tenant from operating the permitted use set forth in Section 5.1 from the Premises and Landlord fails to provide such action within thirty (30) days after receipt of such notice, if any unless such repair would normally take longer (and Landlord has commenced said repair work within said thirty (30) day period), then provided that Tenant’s performance of such repair or maintenance will not void any applicable warranties covering such repair or maintenance, Tenant may proceed to take the required action upon delivery of an additional five (5) days notice to Landlord (which additional notice must clearly specify that Tenant is necessary due taking such required action), and if such action was required under the terms of this Lease to be taken by Landlord and was not taken or commenced by Landlord within such five (5) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual reasonable costs in taking such action. In the act event Tenant takes such action, and such work will affect the Building Systems or omission of Tenant or any Tenant Partythe Building Structure, Tenant shall pay use only qualified contractors that normally and regularly performs similar work in buildings in the cost Carlsbad area. Within thirty (30) days after receipt of a reasonably particularized invoice from Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, Landlord shall reimburse Tenant the amount set forth in such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such work. Tenant shall promptly give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsibleinvoice, after which Landlord shall have a setting forth with reasonable opportunity and the right to enter the Premises at all reasonable times to repair same, subject to compliance with Paragraph 14.1 below. particularity Landlord’s liability with respect reasons for its claim that such action did not have to any defects, repairs, or maintenance for which be taken by Landlord is responsible under any of pursuant to the provisions terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be limited entitled to the cost such reimbursement, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord under this Lease. Tenant agrees to indemnify and hold Landlord harmless from any injury, damage, claim or cause of action which results from Tenant’s performance of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building.

Landlord Obligations. Except as may be provided in Articles XII and XIII, Landlord shall maintain agrees to keep in first class condition good order, condition, and repair, reasonable wear and tear excepted each of the following (a) repair the structural components and non-structural portions of the roof of the Building, including the roof coverings; (b) the foundations, columns, footings, load-bearing walls, sub-flooring, and all pipes and conduits to the point of entry into the Building; (c) the exterior walls replacement of the Buildingplumbing, electrical, sewer and HVAC systems and major components thereof, all exterior facilities on the Lot, including, without limitation, any paintingpipes, sealingutility lines, patching loading areas, outdoor lighting, the paved surface of the parking areas serving the Building, landscaped areas and waterproofing shall keep the parking areas serving the Building reasonably free from snow and ice, except that Tenant shall reimburse Landlord, as additional rent hereunder, for the costs of such walls and the maintaining, repairing, resealingor otherwise correcting any condition caused by an act, cleaning and replacing of the exterior windowsomission, (d) the ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment as more fully described in Schedule 1 of the Tenant Improvement Agreement (collectively, the “Base Building Systems”) (excluding Tenant Systems as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The cost of performing such maintenance and repairs shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7. Notwithstanding the foregoing, if any such repair neglect or maintenance is necessary due to the act or omission default under this Lease of Tenant or any employee, agent, or contractor of Tenant Partyor any other party for whose conduct Tenant is responsible. Without limitation, Landlord shall not be responsible to make any improvements or repairs other than as expressly provided in this Section 8.2, and Landlord shall not be liable for any failure to make such repairs unless Tenant has given notice to Landlord of the need to make such repairs and Landlord has failed to commence to make such repairs within a reasonable time thereafter. Landlord shall pay provide the cost warranty of such work. Tenant shall promptly give Landlord written notice of any defect or need of repairs in such the structural components of the Building for which Landlord is responsible, after which and building systems as set forth in Exhibit B. If Landlord shall be in default under this Lease, including, but not limited to Exhibit B hereof, which default shall continue for thirty (30) days after written notice thereof from Tenant, then Tenant shall have the right, but not the obligation, to cure such default, in which event Landlord shall pay to Tenant upon demand, the reasonable cost thereof plus interest at the Lease Interest Rate; provided, however, if such default is not susceptible of being cured within a reasonable opportunity period of thirty (30) days then as long as Landlord shall commence the curing thereof within such thirty (30) day time period and is proceeding with due diligence to cure the same, Tenant shall not have the aforesaid right. If Landlord shall not reimburse Tenant as provided herein, Tenant shall have the right to enter deduct the Premises same from any monthly installment of Base Rent until it has been fully reimbursed such costs and interest, provided that in no event shall any such deduction exceed Ten Thousand Dollars ($10,000.00) for any month during the Lease Term. If twelve months or less remain in the Lease Term and amounts due to Tenant would otherwise remain unpaid at all reasonable times to repair same, subject to compliance with Paragraph 14.1 below. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any the expiration of the provisions Lease Term, any remaining amounts due hereunder may be deducted in equal monthly installments of this the amount then remaining outstanding over the remaining months in the Lease Term. If in Tenant's reasonable judgment an emergency shall exist, the aforesaid thirty (30) day notice shall be limited shortened to the cost of such repairs or maintenancereduced period, and there following notice to Landlord, as shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment reasonable in the Buildingcircumstances prior to Tenant having the right to cure such default. In such an emergency event, Tenant's notice may be given by telegram, fax transmission or other substitute means of writing.

Landlord Obligations. Notwithstanding Section 7A, Landlord shall maintain in first class condition and repair, reasonable wear and tear excepted each of the following repair (aincluding replacement) the structural and non-structural portions of the roof Building and the Premises, the plumbing, heating, ventilating, air conditioning, elevator and electrical systems furnished by Landlord, the windows, light bulbs, light fixtures and plumbing fixtures. The costs of the foregoing shall be Operating Expenses, unless such maintenance and repairs are caused by the act, neglect or omission of Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord, as Additional Rent, the reasonable cost of such maintenance and repairs. If the Building equipment or machinery ceases to function properly for any cause whatsoever, or any of the services in Sections 7 or 8 are interrupted, Landlord shall use reasonable diligence to repair the same promptly. Landlord’s inability to furnish the Project services set forth in Sections 7 and 8 due to causes beyond its control, or any cessation thereof resulting from any causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any area of the Building, including the roof coveringsshall not render Landlord liable for damages to either person or property or for interruption or loss to Tenant’s business, nor be construed as an eviction of Tenant, nor relieve Tenant from fulfillment of any covenant or agreement hereof; (b) the foundationsprovided, columns, footings, load-bearing walls, sub-flooring, and all pipes and conduits to the point of entry into the Building; (c) the exterior walls of the Building, including, without limitation, any painting, sealing, patching and waterproofing of such walls and the repairing, resealing, cleaning and replacing of the exterior windows, (d) the ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment as more fully described in Schedule 1 of the Tenant Improvement Agreement (collectively, the “Base Building Systems”) (excluding Tenant Systems as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The cost of performing such maintenance and repairs shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7. Notwithstanding the foregoinghowever, if any such repair entry by Landlord and/or interruption of service prevents Tenant from using all or maintenance is necessary due to the act or omission of Tenant or any Tenant Party, Tenant shall pay the cost of such work. Tenant shall promptly give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same, subject to compliance with Paragraph 14.1 below. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, (i) and the Building reason for the interference is Landlord’s entry or the Project reason(s) for that interruption of services lie within Landlord’s control, then upon written notice of such interference or interruption from Tenant to fixturesLandlord, appurtenances Base Rent shall xxxxx in proportion to the portion of the Premises Tenant is prevented from using from one (1) business day after the date of the notice until the redelivery of that portion of the Premises and/or restoration of all services to that portion of the Premises, or equipment if (ii) the reason(s) for that interruption do not lie within Landlord’s control and the interruption continues for more than three (3) consecutive business days after written notice of such interruption from Tenant to Landlord, then Base Rent shall xxxxx in proportion to the Buildingportion of the Premises Tenant is prevented from using, and Tenant does not use, from and after the expiration of that three (3) day period until the redelivery of that portion of the Premises and/or restoration of all services to that portion of the Premises.

Landlord Obligations. Landlord shall maintain in first class condition and repair, reasonable wear and tear excepted each of the following (a) Landlord agrees that it will not accept any rent due under the structural and non-structural portions Lease more than thirty (30) days in advance of its due date, accept the surrender of the roof Ground Leased Premises by Tenant prior to the termination of this Lease which materially alters the rights and obligations of the Buildingparties hereunder, including the roof coverings; (b) the foundations, columns, footings, load-bearing walls, sub-flooring, and all pipes and conduits or consent to the point modification of entry into the Building; (c) the exterior walls any term of the Building, includingLease or consent to the termination thereof by Tenant, without limitationthe prior written approval of a Recognized Mortgagee, in each instance, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord further agrees that it will not seek to terminate this Lease or Tenant’s right of possession thereunder by reason of any painting, sealing, patching and waterproofing of such walls and the repairing, resealing, cleaning and replacing of the exterior windows, (d) the ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment as more fully described in Schedule 1 of the Tenant Improvement Agreement (collectively, the “Base Building Systems”) (excluding Tenant Systems as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The cost of performing such maintenance and repairs shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7. Notwithstanding the foregoing, if any such repair or maintenance is necessary due to the act or omission of Tenant or any Tenant Party, Tenant shall pay until: (i) Landlord has given to the cost of such work. Tenant shall promptly give Landlord written notice of any defect or need of repairs in such components Recognized Mortgagee a copy of the Building for Landlord Notice with respect to the Tenant default upon which Landlord the proposed termination is responsiblebased; (ii) after the expiration of all applicable notice and grace periods set forth under the Lease with respect to such default (a “Lease Default”), after which Landlord shall have given written notice to the Recognized Mortgagee (the “Mortgagee Notice”) of the failure of Tenant to cure such Lease Default. The Mortgagee Notice shall be sent by certified mail, return receipt requested or by a nationally recognized commercial overnight delivery service to the address set forth above (or such other address as may hereinafter be designated in writing to Landlord by the Recognized Mortgagee); and (iii) a reasonable opportunity and period of time shall have elapsed following the right receipt of the Mortgagee Notice, during which period the Recognized Mortgagee shall have the right, but shall not be obligated, to enter remedy such Lease Default, Landlord agreeing to accept any such remedy by the Premises at all Recognized Mortgagee as if the same had been performed by Tenant. As used herein, a reasonable times to repair same, subject to compliance with Paragraph 14.1 below. Landlord’s liability with respect period of time shall be (A) 20 days as to any defectsfailure to pay rent, repairstaxes, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of utilities as such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment sums are specified in the Building.Landlord Notice, (B) as to defaults other than those specified in (A), 45 days if such Lease Default can be remedied during such 45 day period, or (c) if such Lease Default cannot be remedied during such 45 day period, then such period of time as is necessary to remedy such Lease Default, provided the Recognized Mortgagee has commenced to cure such Lease Default within such 45 day period and continues

Landlord Obligations. Landlord shall maintain in first class condition and repair, reasonable wear and tear excepted excepted, each of the following (a) the structural and non-structural portions of the roof of the Building, including the roof coverings; (b) the foundations, columns, footings, load-load- bearing walls, sub-flooring, and all pipes and conduits to the point of entry into the Building; (c) the exterior walls of the Building, including, without limitation, any painting, sealing, patching and waterproofing of such walls and the repairingwalls, resealingprovided, cleaning and replacing however, that Landlord shall have no obligation to maintain any part of the exterior windows, storefront of the premises of any tenant in the Project; (d) the Building's ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment as more fully described in Schedule 1 of the Tenant Improvement Agreement (collectively, the “"Base Building Systems”") (excluding Tenant Systems Systems, as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common Areas (including the Parking Facilities). The term "exterior walls" as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Landlord's cost of performing such maintenance and repairs under this Paragraph 10.1 shall be included in Operating Expenses, Expenses to the extent permitted pursuant to Paragraph 7. Notwithstanding the foregoing, if any such repair or maintenance is necessary due to the act negligence or omission willful misconduct of Tenant or any Tenant Party, Tenant shall pay the cost of such workwork to the extent such costs are not covered by insurance, warranties or guaranties. Tenant shall promptly immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same, subject to compliance with Paragraph 14.1 below. Landlord’s 's liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s 's business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building.

Landlord Obligations. Landlord shall maintain in first class condition be responsible for (i) through -------------------- (iii) below: (i) Landlord shall be required to execute such documents (with such reasonable assurances and repair, reasonable wear and tear excepted each indemnities required of the following Tenant), respond to notices and notify the Tenant, or take such other ministerial acts as may be required to maintain the PILOT Lease (aexcept as provided herein), all at the Tenant's cost and expense and Landlord shall take no action, or refrain from taking any action, which will terminate or void the PILOT Lease unless the Tenant has so requested or an event of default by Tenant has occurred under the Sublease after the expiration of all notice and cure periods provided for therein and (ii) Landlord shall take no action, or refrain from taking any action, which will result in an Event of Default (as defined in the structural PILOT Lease) under the PILOT Lease; and non-structural portions (iii) Landlord shall forward to Tenant, within seven (7) business days of receipt by Landlord, copies of all notices received by Landlord under the roof of the BuildingPILOT Lease. Moreover, including the roof coverings; (b) the foundations, columns, footings, load-bearing walls, sub-flooringLandlord shall at all times remain, and all pipes be responsible and conduits to the point of entry into the Building; (c) the exterior walls of the Building, including, without limitationfully liable for, any paintingand all claims, sealingdamages, patching expenses, liabilities and waterproofing of such walls demands resulting from Landlord's gross negligence or intentional misconduct and the repairing, resealing, cleaning and replacing of the exterior windows, (d) the ventilating and air circulation system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment as more fully described in Schedule 1 of the Tenant Improvement Agreement (collectively, the “Base Building Systems”) (excluding Tenant Systems as defined below); (e) the elevators and (f) the pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems nothing contained in the Common Areas (including the Parking Facilities). The cost of performing such maintenance and repairs PILOT Lease, Sublease or this Amendment shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7. Notwithstanding the foregoing, if any such repair or maintenance is necessary due to the act or omission of Tenant or any Tenant Party, Tenant shall pay the cost of such work. Tenant shall promptly give way release Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same, subject to compliance with Paragraph 14.1 below. Landlord’s liability with respect to any defects, repairsfrom, or maintenance limit Landlord's liability for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs liability resulting from Landlord's gross negligence or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Buildingintentional misconduct.