Common use of Possession and Condition Clause in Contracts

Possession and Condition. Mesoblast acknowledges that Carlo Pazolini has afforded Mesoblast the opportunity for full and complete investigation, examination and inspection of the Subleased Premises. Mesoblast acknowledges that it has examined the Subleased Premises and that it is leasing the Subleased Premises in their “as is” condition. Carlo Pazolini shall leave in place in the Subleased Premises in their “as is” condition, all furniture and other items which are listed on “Exhibit A” which is attached to this Sub-Sublease as an integral part hereof (the “Carlo Pazolini Property”). The Carlo Pazolini Property shall remain the property of Carlo Pazolini, and Mesoblast shall exercise the care of a prudent custodian in its use and care of the Carlo Pazolini Property during the Term. Mesoblast shall be responsible for any damage to or loss of any of the Carlo Pazolini Property, ordinary wear and tear excepted. Notwithstanding the foregoing, the Carlo Pazolini shall be the owner of the Carlo Pazolini Property throughout the Term. On the Expiration Date, as defined above, Mesoblast shall purchase the Carlo Pazolini Property for One Dollar ($1.00) and the Carlo Pazolini Property shall become the property of the Mesoblast. Carlo Pazolini has made no representation or warranty concerning the condition of the Subleased Premises or the Carlo Pazolini Property, except as expressly set forth in this Sub-Sublease. Subject to the provisions of Paragraph 2. hereof, on the date upon which the term hereof shall expire and come to an end, whether by expiration, by lapse of time or otherwise, Mesoblast, at its sole cost and expense, shall quit and surrender the Subleased Premises to Carlo Pazolini in substantially the same condition as delivered to Mesoblast on the Commencement Date, ordinary wear and tear and damage from any casualty excepted, and broom clean; provided, however, that, if required by CIT under the Sublease or Landlord under the Lease, Mesoblast shall, prior to the Expiration Date, remove any improvements and alterations which have been installed in the Subleased Premises by Mesoblast and restore the Subleased Premises, but in no event shall Mesoblast have any liability or obligation for removal of any alterations or improvements made by CIT, Carlo Pazolini or any of their respective sublessees, licensees or occupants. If Mesoblast shall fail to promptly remove any such alterations, installations, additions, and improvements which CIT or Landlord shall designate to be removed in accordance with this Section, then such items may be removed by Carlo Pazolini, and Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini in connection therewith, including, without limitation, the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration fee. Mesoblast shall also remove from the Premises all of Mesoblast’s goods, effects, movable personal property, business and trade fixtures, and machinery and trade equipment, and shall repair all damage resulting from such removal. Any of such items not so removed by Mesoblast at the expiration or termination of this Sublease shall be conclusively deemed to have been abandoned by Mesoblast. Mesoblast shall not receive any cost or credit therefor, and Carlo Pazolini may dispose of the same without any liability to Mesoblast; provided, however, that Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini in connection therewith, including, without limitation, the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration fee.

Possession and Condition. Mesoblast (i) Subtenant acknowledges that Carlo Pazolini Sublandlord has afforded Mesoblast Subtenant the opportunity for full and complete investigation, examination and inspection of the Subleased Premises. Mesoblast Subtenant acknowledges that it has examined the Subleased Premises and that it is leasing the Subleased Premises in their “"as is” condition. Carlo Pazolini shall leave in place in " broom clean condition on the Subleased Premises in their “as is” conditiondate hereof, all furniture and other items which are listed on “Exhibit A” which is attached to this Sub-Sublease as an integral part hereof (the “Carlo Pazolini Property”). The Carlo Pazolini Property shall remain the property of Carlo Pazolini, and Mesoblast shall exercise the care of a prudent custodian in its use and care of the Carlo Pazolini Property during the Term. Mesoblast shall be responsible for any damage to or loss of any of the Carlo Pazolini Property, ordinary normal wear and tear excepted. Notwithstanding Sublandlord shall deliver the foregoingSubleased Premises with, to the best of Sublandlord’s knowledge, the Carlo Pazolini existing HVAC units in good working order, which HVAC unit specifications are set forth on Exhibit “C’ attached hereto and made a part hereof. Additionally, Sublandlord shall be deliver to Subtenant the owner of ACP-5 certificate received from Landlord. Except as otherwise provided herein, Sublandlord shall have no obligation to perform any work or supply any materials to prepare the Carlo Pazolini Property throughout Subleased Premises for Subtenant's occupancy. Subtenant shall, at its sole cost and expense, make all improvements required to prepare the TermSubleased Premises for its occupancy. On the Expiration Date, as defined above, Mesoblast shall purchase the Carlo Pazolini Property for One Dollar ($1.00) and the Carlo Pazolini Property shall become the property of the Mesoblast. Carlo Pazolini Sublandlord has made no representation or warranty concerning the condition of the Subleased Premises or the Carlo Pazolini Property, except as expressly set forth in this Sub-Sublease. A. Subtenant shall pay to Sublandlord within ten (10) business days after Sublandlord’s written demand, its proportionate share of Sublandlord’s actual costs to operate and maintain the Water Tower (based on Subtenant’s proportionate share of usage as compared to usage by all additional floors in the Premises being serviced by the Water Tower). Subject Subtenant shall be required to pay Sublandlord an annual fee of $500.00 per ton for water usage relating to the provisions of Paragraph 2. hereof, on supplemental HVAC unit presently servicing the date upon IDF room (which the term hereof shall expire unit is 1 ½ ton unit) and come to an end, whether by expiration, by lapse of time or otherwise, Mesoblast, at its sole cost and expense, shall quit and surrender the Subleased Premises to Carlo Pazolini in substantially the same condition as delivered to Mesoblast on the Commencement Date, ordinary wear and tear and damage from for water usage for any casualty excepted, and broom clean; provided, however, that, if required by CIT under the Sublease or Landlord under the Lease, Mesoblast shall, prior to the Expiration Date, remove any improvements and alterations which have been additional supplement HVAC unit installed in the Subleased Premises after the Commencement Date. Additionally, (i) if Subtenant chooses to hook up to the Water Tower for use in any additional HVAC equipment, Subtenant shall hook up same at Subtenant’s sole cost and expense utilizing Sublandlord’s subcontractor (which is presently React Technical, Inc.) or another subcontractor reasonably acceptable to Sublandlord, and (ii) Sublandlord shall be entitled to charge Subtenant on a monthly basis for all after hours HVAC use based on a commercially reasonable per hour charge, as reasonable determined by Mesoblast and restore the Subleased PremisesSublandlord, but in no event based on Sublandlord’s actual costs, if any, for providing such overtime usage. Sublandlord’s HVAC hours shall Mesoblast have any liability or obligation for removal of any alterations or improvements made by CIT, Carlo Pazolini or any of their respective sublessees, licensees or occupantsbe Monday through Friday from 7:00AM to 6:00PM. If Mesoblast shall fail to promptly remove any such alterations, installations, additions, and improvements which CIT or Landlord shall designate to be removed in accordance with this SectionSubtenant requires HVAC after the usual business hours of the Building, then such items Subtenant shall give notice (which may be removed by Carlo Pazolinie-mail) to Sublandlord’s facilities department not later than 2:00 p.m. on the day prior to the date on which such after hour services are required (i.e., and Mesoblast shall promptly reimburse Carlo Pazolini after hours, weekends and/or holidays). Sublandlord’s current standard charge for any expenses incurred by Carlo Pazolini in connection therewithovertime HVAC service is $15.00 per unit per hour, including, without limitation, provided that the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration fee. Mesoblast shall also remove from the Premises all of Mesoblast’s goods, effects, movable personal property, business and trade fixtures, and machinery and trade equipment, and shall repair all damage resulting from such removal. Any of such items not so removed by Mesoblast at the expiration or termination of this Sublease shall be conclusively deemed to have been abandoned by Mesoblast. Mesoblast Sublandlord acknowledges that overtime charges shall not receive any cost or credit therefor, and Carlo Pazolini may dispose of be charged for the same without any liability to Mesoblast; provided, however, that Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini in connection therewith, including, without limitation, supplemental HVAC unit servicing the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration feeIDF room.

Possession and Condition. Mesoblast acknowledges that Carlo Pazolini has afforded Mesoblast the opportunity for full and complete investigation, examination and inspection of the Subleased Premises. Mesoblast Subtenant acknowledges that it has examined the Subleased Premises and that it is leasing the Subleased Premises in their “as is” condition. Carlo Pazolini Sublandlord shall leave in place in have no obligation to perform any work or supply any materials to prepare the Subleased Premises in their “as is” condition, all furniture and other items which are listed on “Exhibit A” which is attached for Subtenant’s occupancy. Subject to this Sub-Sublease as an integral part hereof (the “Carlo Pazolini Property”). The Carlo Pazolini Property shall remain the property of Carlo Pazolini, and Mesoblast shall exercise the care of a prudent custodian in its use and care of the Carlo Pazolini Property during the Term. Mesoblast shall be responsible for any damage to or loss of any of the Carlo Pazolini Property, ordinary wear and tear excepted. Notwithstanding the foregoing, the Carlo Pazolini shall be the owner of the Carlo Pazolini Property throughout the Term. On the Expiration Date, as defined Paragraph 7 above, Mesoblast shall purchase Subtenant shall, at its sole cost and expense, make any alterations and improvements that it requires to prepare the Carlo Pazolini Property Subleased Premises for One Dollar ($1.00) and the Carlo Pazolini Property shall become the property of the Mesoblastits occupancy thereof. Carlo Pazolini Sublandlord has made no representation or warranty concerning the condition of the Subleased Premises or the Carlo Pazolini Property, except as expressly set forth in this Sub-Sublease. Subject Notwithstanding the forgoing, Sublandlord shall grant to Subtenant a work allowance in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Allowance”) to be utilized by Subtenant for the hard and soft costs of the work to be done by Subtenant to prepare the Subleased Premises for its occupancy (“Subtenant’s Work”). Subtenant’s Work shall be deemed to be Subtenant Improvements for purposes of this Sublease, and the terms and provisions of Paragraph 27 above shall be applicable thereto. hereofUpon completion of Subtenant’s Work, Subtenant’s shall submit to Sublandlord: (a) copies of bills and receipts indicating that all contractors, sub-contractors and soft cost providers performing or supporting the performance of Subtenant’s Work have been paid in full, (b) the documents identified in Section 8.1 (a)(iii), items (iii), (iv) and (v) of the First Amendment and (c) the document identified in Section 8.1 (d), item (x) of the First Amendment. Within twenty (20) days after submission of the foregoing items and a requisition showing the total amount expended on the date upon which the term hereof shall expire and come to an end, whether by expiration, by lapse of time or otherwise, Mesoblast, at its sole cost and expense, shall quit and surrender the Subleased Premises to Carlo Pazolini in substantially the same condition as delivered to Mesoblast on the Commencement Date, ordinary wear and tear and damage from any casualty exceptedSubtenant’s Work, and broom clean; providedprovided that Subtenant is not then in default under this Sublease, however, that, if required by CIT under Sublandlord shall pay to Subtenant the Sublease or Landlord under the Lease, Mesoblast shall, prior to the Expiration Date, remove any improvements and alterations which have been installed in the Subleased Premises by Mesoblast and restore the Subleased Premises, but in no event shall Mesoblast have any liability or obligation for removal of any alterations or improvements made by CIT, Carlo Pazolini or any of their respective sublessees, licensees or occupants. If Mesoblast shall fail to promptly remove any such alterations, installations, additions, and improvements which CIT or Landlord shall designate to be removed in accordance with this Section, then such items may be removed by Carlo Pazolini, and Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini in connection therewith, including, without limitation, the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration fee. Mesoblast shall also remove from the Premises all of Mesoblast’s goods, effects, movable personal property, business and trade fixtures, and machinery and trade equipment, and shall repair all damage resulting from such removal. Any of such items not so removed by Mesoblast at the expiration or termination of this Sublease shall be conclusively deemed to have been abandoned by Mesoblast. Mesoblast shall not receive any cost or credit therefor, and Carlo Pazolini may dispose lesser of the same without any liability to Mesoblast; provided, however, that Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini amount indicated in connection therewith, including, without limitation, Subtenant’s requisition and the cost amount of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration feethe Allowance.

Possession and Condition. Mesoblast (i) Subtenant acknowledges that Carlo Pazolini Sublandlord has afforded Mesoblast Subtenant the opportunity for full and complete investigation, examination and inspection of the Subleased Premises. Mesoblast Subtenant acknowledges that it has examined the Subleased Premises and that it is leasing the Subleased Premises in their “as is” condition. Carlo Pazolini shall leave in place in broom clean condition on the Subleased Premises in their “as is” conditionCommencement Date, all furniture and other items which are listed on “Exhibit A” which is attached to this Sub-Sublease as an integral part hereof (the “Carlo Pazolini Property”). The Carlo Pazolini Property shall remain the property of Carlo Pazolini, and Mesoblast shall exercise the care of a prudent custodian in its use and care of the Carlo Pazolini Property during the Term. Mesoblast shall be responsible for any damage to or loss of any of the Carlo Pazolini Property, ordinary normal wear and tear excepted. Sublandlord shall have no obligation to perform any work or supply any materials to prepare the Subleased Premises for Subtenant’s occupancy. Notwithstanding the foregoing, the Carlo Pazolini Subleased Premises shall be delivered to subtenant on the owner of Commencement Date with all electric, plumbing, HVAC and other mechanical systems servicing the Carlo Pazolini Property throughout Subleased Premises in good working order. Sublandlord represents and warrants to the TermSublandlord that, to Sublandlord’s knowledge, there have been no leaks in the roof during the one (1) year period immediately preceding the Commencement Date. (ii) Subtenant shall, at its sole cost and expense, make all improvements required to prepare the Subleased Premises for its occupancy. On the Expiration Date, as defined above, Mesoblast shall purchase the Carlo Pazolini Property for One Dollar ($1.00) and the Carlo Pazolini Property shall become the property of the Mesoblast. Carlo Pazolini Sublandlord has made no representation or warranty concerning the condition of the Subleased Premises or the Carlo Pazolini Property, except as expressly set forth in this Sub-Sublease. Subject to the provisions of Paragraph 2. hereof, on On the date upon which the term Term hereof shall expire and come to an end, whether by expiration, by lapse of time or otherwise, MesoblastSubtenant, at its sole cost and expense, shall quit and surrender the Subleased Premises to Carlo Pazolini Sublandlord in substantially the same good order and condition as delivered to Mesoblast on the Commencement Date, ordinary wear and tear and damage from any casualty excepted, and broom clean; provided, however, that, if required by CIT under the Sublease or Landlord under pursuant to the Lease, Mesoblast Subtenant shall, prior to the Expiration Date, remove any improvements and alterations which have been installed in the Subleased Premises by Mesoblast and restore the Subleased PremisesPremises to the condition existing as of the Commencement Date, but in or undertake such lesser amount of removal and restoration work as shall be required by Landlord. In no event shall Mesoblast Subtenant have any liability obligation to restore the Subleased Premises or obligation for removal of any alterations or improvements made by CIT, Carlo Pazolini or any of their respective sublessees, licensees or occupants. If Mesoblast shall fail to promptly remove any such alterations, installations, additions, and improvements which CIT improvement or Landlord shall designate to be removed in accordance with this Section, then such items may be removed alteration performed by Carlo Pazolini, and Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini in connection therewith, including, without limitation, the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration fee. Mesoblast shall also remove from the Premises all of Mesoblast’s goods, effects, movable personal property, business and trade fixtures, and machinery and trade equipment, and shall repair all damage resulting from such removal. Any of such items not so removed by Mesoblast at the expiration or termination of this Sublease shall be conclusively deemed to have been abandoned by Mesoblast. Mesoblast shall not receive any cost or credit therefor, and Carlo Pazolini may dispose of the same without any liability to Mesoblast; provided, however, that Mesoblast shall promptly reimburse Carlo Pazolini for any expenses incurred by Carlo Pazolini in connection therewith, including, without limitation, the cost of removal thereof and of repairing any damage caused thereby, plus a fifteen percent (15%) administration feeSublandlord.