Common use of Landlord’s Delivery Obligation Clause in Contracts

Landlord’s Delivery Obligation. Landlord shall deliver possession of the First Amendment Premises to Tenant (a) in broom clean condition and (b) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the First Amendment Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the First Amendment Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the First Amendment Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the First Amendment Premises Term Commencement Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the First Amendment Premises as required by the Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the First Amendment Premises Tenant Improvements (as defined below)) or (iv) any other event, circumstance or other factor arising or occurring after the First Amendment Premises Term Commencement Date, and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in the Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by the Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the First Amendment Premises Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the First Amendment Premises Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.