Common use of Landlord’s Warranty Clause in Contracts

Landlord’s Warranty. In addition to (and not in lieu of) Landlord's obligations under the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner and in accordance with all Applicable Laws (hereinafter defined). Without limitation, Landlord represents, warrants and covenants that upon the Commencement Date, the Improvements will comply with all Applicable Laws including, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants that the Improvements will be free from defects in workmanship and materials for a period of one (1) year after the date of Substantial Completion. If, at any time during such warranty period, any of the workmanship or material used in the construction of the Improvements are determined to be defective, and Tenant shall, within the warranty period, so notify Landlord in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible and in such manner so as to minimize any interference with Tenant in its operations in and about the Leased Premises. If Landlord fails to correct any such defect within fifteen (15) days after receipt of written notice from Tenant, or such longer period as is reasonably required, then Tenant may (but shall not be obligated to) correct such defect and Landlord shall reimburse Tenant for the actual cost thereof. Landlord's liability for breach of any covenant, representation or warranty set forth in this subparagraph shall finally and automatically expire on the first (1st) anniversary of the Commencement Date.

Landlord’s Warranty. In addition to (and not in lieu of) Landlord's obligations under Notwithstanding the foregoing, upon the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner and in accordance with all Applicable Laws (hereinafter defined). Without limitation, Landlord represents, warrants and covenants that upon the Commencement Date, the Improvements will comply with all Applicable Laws includingBuilding Systems shall be in good working condition and repair and the Building Structure shall be in good condition and repair, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants hereby covenants that the Improvements will be free from defects Building Systems shall remain in workmanship good working condition and materials repair and the Building Structure shall remain in good condition and repair for a period of one twelve (112) year after months following the date Lease Commencement Date (the "Landlord Warranty Period"), subject to the TCCs of Substantial Completionthis Section 7.5, below. If, at any time during such warranty period, any of the workmanship or material used in the construction of the Improvements are determined to be defective, and Tenant Landlord shall, within the warranty period, so notify Landlord in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible sole cost and in such manner so as to minimize any interference with Tenant in its operations in and about the Leased Premises. If Landlord fails to correct any such defect within fifteen expense (15) days after receipt of written notice from Tenant, or such longer period as is reasonably required, then Tenant may (but which shall not be obligated to) correct deemed an Operating Expense), repair or replace any failed or inoperable portion of such defect and Building Systems or Building Structure during such Landlord shall reimburse Warranty Period ("Landlord's Warranty"), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, negligence and/or failure to comply with this Lease of Tenant for the actual cost thereofor any Tenant Parties, or by any modifications, Alterations or Improvements (collectively, "Tenant Damage"). Landlord's liability for breach Warranty shall not be deemed to require Landlord to replace any portion of any covenantthe Base Building, representation or warranty as opposed to repair such portion of the Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 7.5 are necessitated in part by Tenant Damage, then, subject to the waiver of subrogation set forth in Section 10.3.2.4, the costs shall be included in Operating Expenses. If it is determined that the Base Building failed to comply with the terms of this subparagraph shall finally and automatically expire on the first (1st) anniversary Section 7.5 as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant's sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.

Landlord’s Warranty. In addition Landlord hereby warrants and represents to Tenant that Landlord’s Work shall be performed: (and not in lieu ofi) Landlord's obligations under the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner manner; (ii) in all material respects, in accordance with the Plans and Specifications, and (iii) in accordance with all Applicable Laws (hereinafter defined)applicable Legal Requirements. Without limitationThe Landlord warranty and representations set forth in this Section 8 are referred to herein as “Landlord’s Warranty”. If, on or before the Warranty Expiration Date, Tenant gives Landlord written notice of any breach of Landlord’s Warranty promptly after Tenant becomes aware of such breach, Landlord representsshall, warrants at no cost to Tenant, correct or repair such breach as soon as conditions reasonably permit and covenants that upon as to which, in either case, Tenant shall have given notice to Landlord, as aforesaid. The “Warranty Expiration Date” shall be defined as the Commencement Date, the Improvements will comply with all Applicable Laws including, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants that the Improvements will be free from defects in workmanship and materials for a period of date one (1) year after the date Substantial Completion Date. Except to the extent to which Tenant shall have given Landlord notice of Substantial Completion. Ifrespects in which Landlord has breached Landlord’s Warranty or Landlord has otherwise failed to perform Landlord’s construction obligations under this Exhibit C, at Tenant shall be deemed conclusively to have: (x) approved Landlord’s Work, (y) waived any time during such warranty periodclaim that Landlord has breached Landlord’s Warranty, and (z) agreed that Tenant has no claim that Landlord has failed to perform any of Landlord’s obligations under this Work Letter. The provisions of this Section 8 sets forth the workmanship or material used in the construction Tenant’s sole and exclusive remedies for any breach of the Improvements are determined to be defective, and Tenant shall, within the warranty period, so notify Landlord Landlord’s Warranty; however nothing in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement this Section 8 shall be performed by Landlord, at Landlord's expense, deemed to relieve Landlord of its responsibilities to perform maintenance and repairs as promptly as reasonably possible and in such manner so as required pursuant to minimize any interference with Tenant in its operations in and about the Leased Premises. If Landlord fails to correct any such defect within fifteen (15) days after receipt of written notice from Tenant, or such longer period as is reasonably required, then Tenant may (but shall not be obligated to) correct such defect and Landlord shall reimburse Tenant for the actual cost thereof. Landlord's liability for breach of any covenant, representation or warranty set forth in this subparagraph shall finally and automatically expire on the first (1st) anniversary Section 6.1 of the Commencement DateLease. No cost incurred by Landlord pursuant to this Section 8 shall be included in Operating Expenses.

Landlord’s Warranty. In addition Landlord hereby warrants and represents to Tenant that Landlord’s Work shall be performed: (and not in lieu ofi) Landlord's obligations under the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner manner; (ii) in all material respects, in accordance with the Base Building Plans and Specifications, and (iii) in accordance with all Applicable Laws (hereinafter defined)applicable Legal Requirements. Without limitation, The Landlord represents, warrants warranty and covenants that upon the Commencement Date, the Improvements will comply with all Applicable Laws including, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants that the Improvements will be free from defects in workmanship and materials for a period of one (1) year after the date of Substantial Completion. If, at any time during such warranty period, any of the workmanship or material used in the construction of the Improvements are determined to be defective, and Tenant shall, within the warranty period, so notify Landlord in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible and in such manner so as to minimize any interference with Tenant in its operations in and about the Leased Premises. If Landlord fails to correct any such defect within fifteen (15) days after receipt of written notice from Tenant, or such longer period as is reasonably required, then Tenant may (but shall not be obligated to) correct such defect and Landlord shall reimburse Tenant for the actual cost thereof. Landlord's liability for breach of any covenant, representation or warranty representations set forth in this subparagraph Section I.J are referred to herein as “Landlord’s Warranty”. If, on or before the Warranty Expiration Date, Tenant gives Landlord written notice of any breach of Landlord’s Warranty, Landlord shall, at no cost to Tenant, correct or repair such breach as soon as conditions reasonably permit and as to which, in either case, Tenant shall finally and automatically expire on have given notice to Landlord, as aforesaid. Tenant shall give Landlord notice of any alleged breach promptly after Tenant becomes aware of such breach. The “Warranty Expiration Date” shall be defined as the first date twelve (1st12) anniversary of months after the Commencement Date. Except to the extent to which Tenant shall have given Landlord notice of respects in which Landlord has breached Landlord’s Warranty or Landlord has otherwise failed to perform Landlord’s construction obligations under this Exhibit 2.1, Tenant shall be deemed conclusively to have: (x) approved Landlord’s Work, (y) waived any claim that Landlord has breached Landlord’s Warranty, and (z) have agreed that Tenant has no claim that Landlord has failed to perform any of Landlord’s obligations under this Work Agreement. The provisions of this Section I.J set forth the Tenant’s sole and exclusive remedies for any breach of the Landlord’s Warranty; however nothing in this Section I.J shall be deemed to relieve Landlord of its responsibilities to perform maintenance and repairs and ensure compliance with Legal Requirements, in each case as required pursuant to Section 8.1 of the Lease. No cost incurred by Landlord pursuant to this Section I.J shall be included in Operating Expenses.

Landlord’s Warranty. In addition (a) Landlord warrants to Tenant that the roof, foundation, footings, slab, structural walls exterior windows (including seals), and skylights (including seals), of the Building are in good operating condition and repair. Landlord also warrants that the Tenant Improvements, doors, plumbing, fire sprinkler/life safety system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises shall be in good operating condition on the Commencement Date and free of latent defects in the construction thereof. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty (and not in lieu ofsuch notice tenant shall specify the nature and extent of such non-compliance) Landlord's obligations under the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner and in accordance with all Applicable Laws (hereinafter defined). Without limitation, Landlord represents, warrants and covenants that upon on or before 270 days following the Commencement Date, then Landlord shall promptly rectify the Improvements will comply same at Landlord’s cost and expense (and not a Project Cost). Notwithstanding the foregoing, Landlord’s warranty obligation contained in this Section shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises, nor (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements). (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all Applicable Laws includingbuilding permits and codes in effect and applicable as of the Commencement Date of this Lease, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, including without limitation, the requirements provisions of Title III of the Americans with With Disabilities Act and all regulations thereunder(“ADA”). Landlord further warrants that the Improvements will be free from defects in workmanship and materials for a period Said costs of one (1) year after the date of Substantial Completion. If, at any time during such warranty period, any of the workmanship or material used in the construction of the Improvements are determined to be defective, and Tenant shall, within the warranty period, so notify Landlord in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement compliance shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible ’s sole cost and in such manner so as to minimize any interference with Tenant in its operations in expense and about the Leased Premises. If Landlord fails to correct any such defect within fifteen (15) days after receipt of written notice from Tenant, or such longer period as is reasonably required, then Tenant may (but shall not be obligated to) correct such defect and part of Project Costs. Landlord shall reimburse Tenant for correct, repair or replace any non-compliance of the actual cost thereof. Landlord's liability for breach of Common Areas with any covenantrevisions or amendments to applicable building codes, representation or warranty set forth in this subparagraph shall finally and automatically expire on including the first (1st) anniversary of ADA, becoming effective after the Commencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency.

Landlord’s Warranty. In addition to (and not in lieu of) Landlord's obligations under the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner and in accordance with all Applicable Laws (hereinafter defined). Without limitation, Landlord represents, warrants and covenants that upon the Commencement Date, the Improvements will comply with all Applicable Laws including, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants that the Improvements will be free from defects in workmanship and materials for a period of one (1) year after the date of Substantial Completion. If, at any time during such warranty period, any of the workmanship or material used in the construction of the Improvements are determined to be defective, and Tenant shall, within the warranty period, so notify Landlord in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be EXHIBIT 10.43 corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible and in such manner so as to minimize any interference with Tenant in its operations in and about the Leased Premises. If Landlord fails to correct any such defect within fifteen (15) days after receipt of written notice from Tenant, or such longer period as is reasonably required, then Tenant may (but shall not be obligated to) correct such defect and Landlord shall reimburse Tenant for the actual cost thereof. Landlord's liability for breach of any covenant, representation or warranty set forth in this subparagraph shall finally and automatically expire on the first (1st) anniversary of the Commencement Date.

Landlord’s Warranty. In addition (i) Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems (including the Legacy HVAC Units, but not any New HVAC Units, as each are defined below), structural components, elevators and electrical systems serving the Laguna Canyon Premises shall be in good operating condition on the Commencement Date for the Laguna Canyon Premises and during the initial 30 days of the Term as to the Laguna Canyon Premises. Notwithstanding the foregoing, Landlord’s warranty obligation contained in this Section shall not apply: (a) to the costs and expenses of periodic maintenance of the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Laguna Canyon Premises, nor (b) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in lieu of) Landlord's obligations under which case Tenant shall be responsible for the Lease with respect to repairs, Landlord covenants to construct the Improvements in a good and workmanlike manner and in accordance with all Applicable Laws (hereinafter definedreasonable costs of such repairs and/or replacements). Without limitation, Provided that Tenant shall notify Landlord represents, warrants and covenants that upon of a non-compliance with the foregoing warranty on or before 30 days following the Commencement DateDate for the Laguna Canyon Premises, the Improvements will comply with all Applicable Laws includingthen Landlord shall, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants that the Improvements will be free from defects in workmanship and materials for a period of one (1) year after the date of Substantial Completion. If, at any time during such warranty period, any of the workmanship or material used except as otherwise provided in the construction of the Improvements are determined to be defectiveLease, and Tenant shall, within the warranty period, so notify Landlord in writing that such workmanship or material is defective, Landlord shall cause such defective workmanship or material to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible and in such manner so as to minimize any interference with Tenant in its operations in and about the Leased Premises. If Landlord fails to correct any such defect within fifteen (15) days after receipt of written notice from TenantTenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense (and not a Project Cost). (ii) Landlord shall correct, repair and/or replace any non-compliance of the exterior of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Amendment, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”), including without limitation, any cost of ADA compliance as to the exterior of the Building and/or the Common Areas triggered by the permitting or such longer period as is reasonably required, then construction of the Tenant may (but Improvements. Said costs of compliance shall be Landlord’s sole cost and expense and shall not be obligated topart of Project Costs; provided that any cost of ADA compliance within the Laguna Canyon Premises triggered by the permitting and/or construction of the Tenant Improvements (as opposed to the exterior of the Building and/or the Common Areas) correct such defect and shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall reimburse correct, repair or replace any non-compliance of the exterior of the Building and/or the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Amendment, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Laguna Canyon Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of the Lease) and the operation of Tenant’s business and employment practices in the Laguna Canyon Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency. (iii) Notwithstanding the provisions of Section 7.2 of the Lease, Landlord agrees to repair and/or replace, at its sole cost and expense and not as a Project Cost, the structural components of the roof, the load-bearing walls and the foundations and footings of the Building. Notwithstanding the foregoing, Landlord’s obligation contained in this Section III.H(iii) to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, walls, foundations and footings of the Building, nor (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the actual cost thereofreasonable costs of such repairs and/or replacements). Landlord's liability for breach The repairs or replacements required of any covenant, representation or warranty set forth in Landlord pursuant to this subparagraph Section III.H(iii) shall finally and automatically expire on the first (1st) anniversary of the Commencement Datebe made promptly following notice from Tenant.

Landlord’s Warranty. In addition Landlord hereby agrees to (and not in lieu of) will assign to Tenant at the termination of Landlord's obligations under Extended Warranty Period (as defined below), to the extent they are assignable, any and all written warranties and guarantees from Landlord's contractors, subcontractors and suppliers of any materials and labor to the Leased Premises for that portion, if any, of the Lease with respect Term that such warranties and guarantees are in effect. With regard to repairsany new construction performed by Landlord for the benefit of Tenant pursuant to Paragraph I.B. of this Lease, Landlord covenants hereby warrants ("Landlord's Initial Warranty") to construct the Improvements in a good and workmanlike manner and in accordance with all Applicable Laws (hereinafter defined). Without limitation, Tenant that Landlord represents, warrants and covenants that upon the Commencement Date, the Improvements will comply with all Applicable Laws including, without limitation, all laws governing non-discrimination in public accommodations and commercial facilities, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations thereunder. Landlord further warrants that the Improvements will be free from defects in workmanship and materials responsible for a period ("Landlord's Initial Warranty Period") of one (1) year after from the date on which the Leased Premises are ready for Tenant's occupancy to repair or to have repaired all defects in such construction, to the extent such defects are not caused by the negligence of Substantial Completion. If, at any time during such warranty period, Tenant or any of its agents, servants, employees or contractors (in which event such defects will be repaired at Tenant's sole cost). Landlord further warrants ("Landlord's Extended Warranty") to Tenant that Landlord will be responsible for the workmanship one (1) year period immediately succeeding the Initial Warranty Period (the "Extended Warranty Period") to repair or material used to have repaired all latent defects in such construction (i.e., all defects that were not patent during the construction Initial Warranty Period) , to the extent such defects are not caused by the negligence of Tenant or any of its agents, servants, employees or contractors (in which event such defects will be repaired at Tenant's sole cost). To the extent that Landlord is obligated to make repairs pursuant to Landlord's Initial Warranty or Extended Warranty, Tenant will be relieved during Landlord's Initial Warranty Period and Extended Warranty Period, as applicable, of the Improvements are determined obligations imposed upon it pursuant to be defective, and Tenant shall, within the warranty period, so notify Landlord in writing that this Lease to make or pay for such workmanship or material is defective, Landlord shall cause such defective workmanship or material repairs to be corrected, repaired, or replaced in a manner reasonably acceptable to both Landlord and Tenant. Such correction, repair, or replacement shall be performed by Landlord, at Landlord's expense, as promptly as reasonably possible and in such manner so as to minimize any interference with Tenant in its operations in and about the Leased Premises. If Tenant agrees to and will give Landlord fails to correct prompt notice of the need for any such defect within fifteen (15) days after receipt of written notice from repairs to the extent actually known to Tenant, recognizing that Tenant shall have no obligation to inspect or search for any such longer period as is reasonably required, then Tenant may (but shall not be obligated to) correct such defect and Landlord shall reimburse Tenant for the actual cost thereof. Landlord's liability for breach of any covenant, representation or warranty set forth in this subparagraph shall finally and automatically expire on the first (1st) anniversary of the Commencement Datedefects.