General Conditions (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.
Tenant’s Compliance With Landlord’s Fire and Casualty Insurance Tenant shall, at Tenant’s expense, comply with all insurance company requirements pertaining to the use of the Premises. If Tenant’s conduct or use of the Premises causes any increase in the premium for such insurance policies then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.
LANDLORD'S ACCESS TO PREMISES Landlord reserves and shall at any time upon reasonable notice and in compliance with Tenant’s reasonable security measures have the right to enter the Premises to inspect the same, to supply any service to be provided by Landlord to Tenant hereunder to service and repair HVAC units, water pipes and sprinkler mains, and electrical and telephone risers servicing other parts of the Building, to show said Premises to prospective purchasers or tenants, to alter or repair the Premises or any portion of the Building, and to place “for sale” or “for rent” signs on the Building, all without being deemed guilty of an eviction of Tenant and without abatement of Rent, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any claim for damages or any inconvenience to or interference with Tenant’s business, any loss of quiet enjoyment of the Premises and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the main door to the Premises but not Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said door in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decoration except as otherwise expressly agreed to be performed by Landlord.
Landlord's Waivers Any lessor of Tenant's Personal Property may, upon notice to Landlord and during reasonable hours, enter the Property and take possession of any of Tenant's Personal Property without liability for trespass or conversion upon a default by Tenant, provided that such lessor provide Landlord with the opportunity to cure the defaults of Tenant on terms and conditions satisfactory to such lessor and Landlord.
General Condition The Aircraft will:
(a) be clean by international airline standards;
(b) have installed the full complement of engines and other material equipment, parts and accessories and loose equipment required under the Agreed Maintenance Program and installed in the other Boeing/XxXxxxxxx Xxxxxxx MD-87 aircraft operated by Lessee (together with any additions and improvements thereto, or replacements thereof, effected pursuant to and in accordance with this Agreement) and be in a condition suitable for immediate operation in commercial service;
(c) be airworthy, conform to type design and be in a condition for safe operation with all equipment, components and systems operating in accordance with their intended use and within limits established by the manufacturer and approved by the Aviation Authority, and all pilot discrepancies and deferred maintenance items cleared on a terminating action basis;
(d) have a U.S. Standard Transport Category Certificate of Airworthiness issued by the FAA in accordance with FAR Part 129 (or if required by the Lessor, be eligible for a valid export certificate of airworthiness with respect to the Aircraft issued by the Aviation Authority) and unconditionally meet all FAA requirements for immediate operations under FAR Part 129;
(e) comply with the manufacturer's original specification to the extent that it so complied on the date of this Agreement and subject to any alterations made pursuant to and in accordance with this Agreement after such date;
(f) have undergone, immediately prior to redelivery, the MSG-3 equivalent of a "C" Check in accordance with the Agreed Maintenance Program so that all Airframe inspections falling due within the next 3,000 hours, 3,000 cycles or twelve months (whichever is applicable and most limiting) of operation in accordance with the Agreed Maintenance Program have been accomplished;
(g) if the Flight Hours of the Airframe remaining until the scheduled completion of the Major Checks (collectively, a "Complete Heavy Work Package") on the Expiry Date are:
(i) less than on the Delivery Date, then the Lessee shall pay to the Lessor an amount equal to the product of (a) the number of Flight Hours remaining until the scheduled completion of a Complete Heavy Work Package as of the Expiry Date that are less than the number of Flight Hours that were remaining until the scheduled completion of a Complete Heavy Work Package as of the Delivery Date (b) multiplied by US$50.00, provided, however, that no payment shall be due from -------- ------- Lessee under this clause (g)(i) if, immediately preceding the redelivery of the Aircraft, the Lessee has performed a Complete Heavy Work Package;
(ii) more than on the Delivery Date, then the Lessor shall pay to the Lessee an amount equal to the product of (a) the number of Flight Hours remaining until the scheduled completion of a Complete Heavy Work Package as of the Expiry Date that are more than the number of Flight Hours that were remaining until the scheduled completion of a Complete Heavy Work Package as of the Delivery Date (b) multiplied by US$50.00; For the avoidance of doubt, any amounts due to the Lessor pursuant to this clause (g) may be set off against any amounts due to Lessee pursuant to paragraphs (b) or (d) of Schedule 10 and a payment made for the net amount due;
(h) have complied with all airworthiness directives and mandatory orders affecting that model of Aircraft issued by the Aviation Authority (and, if different, the FAA) that are required terminating action during the Term;
(i) no special or unique manufacturer inspection or check requirements specific to the Aircraft will exist unless there is no terminating action available from any source;
(j) have installed all applicable vendor's and manufacturer's service bulletin kits received free of charge by the Lessee that are appropriate for the Aircraft and, to the extent not installed, those kits which have been received with respect to this Aircraft will be furnished free of charge to the Lessor;
(k) be free of any system-related leaks which are outside maintenance manual limitations;
(l) all fluid reservoirs (including fuel, oil, oxygen, hydraulic and water) will be full, and the waste tank serviced in accordance with the manufacturer's instructions;
(m) if required under the Approved Maintenance Program, all fuel tanks will have recently undergone an anti-fungus/biological growth contamination laboratory evaluation, and any excessive levels of contamination corrected;
(n) have an FAA-approved aging aircraft program in operation and up-to-date; and
(o) have all signs and decals clean, secure and legible.
Condition of Premises Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the date hereof, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the date hereof shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.
Alterations to Premises Tenant shall make no structural or interior alterations to the Premises. If Tenant requests such alterations and such alterations are structural in nature, then Tenant shall provide Landlord with a complete set of construction drawings. If Landlord consents to the alterations, then the Landlord shall determine the actual cost of the work to be done. Tenant may then either agree to pay Landlord to have the work done or withdraw its request for alterations; provided, however, that at Tenant’s request, Landlord shall not unreasonably withhold its consent to allowing Tenant and/or Tenant’s contractors to perform such work. All such alterations are subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Subject to the terms of this paragraph, and notwithstanding any provision of this Lease to the contrary, Landlord agrees to allow Tenant to construct (i) a data center within the Premises and to install equipment (which may include generator, condensers, UPS, etc.) in the Building and around the land surrounding the Building necessary to facilitate the operation of Tenant’s data center, and (ii) an opening in the curtain wall of Floor 1 of Building C, to install two (2) four foot doors within such opening, to improve the outside area for delivery access and to install other improvements (which may include a large dumpster) to the Building and the land surrounding the Building necessary to facilitate the operation of Tenant’s Fulfillment Center. All such alterations shall be performed by Tenant’s contractors (which shall be subject to Landlord’s approval, not to be unreasonably withheld), at Tenant’s sole cost and expense. Notwithstanding the above paragraph, Tenant shall have the right to make nonstructural and nonsystems related alterations (“Tenant Alterations”) up to a value of $15,000.00 per occurrence (not to exceed $60,000 during any 12-month period) without Landlord’s prior written consent (which consent shall not be unreasonably withheld), provided Tenant shall provide notice to Landlord of its intent to make the Tenant Alterations. Such notice shall include a copy of plans and specifications (if such alterations are of a character that would reasonably require plans and specifications) and copies of all permits, if required by the appropriate municipality, and any contracts for such Tenant Alterations. All Tenant Alterations shall be performed by contractors approved by Landlord which approval shall not be unreasonably withheld, and in accordance with all applicable laws and the rules and regulations described in Section 12b.
Expansion of Premises (a) Effective as of the Expansion Date the Premises (and the definition of the “Premises”) shall be modified to mean and include both the Initial Premises and the Expansion Premises. As a result of such expansion, effective upon the Expansion Date, the deemed square footage of the Premises shall be and become 31,684 square feet and Tenant’s Prorata Share and Tenant’s Share of Expenses and Real Estate Taxes shall be one hundred percent (100.00%).
(b) If Landlord, for any reason whatsoever, cannot deliver possession of the Expansion Premises to Tenant on before August 1, 2012 for the purpose specified in Section 3(c), this Amendment shall not be void or voidable, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and Tenant shall have no obligation to pay monthly Base Rent or Additional Charges with respect to the Expansion Premises until the day following the date on which possession of the Expansion Premises is delivered to Tenant (such date thereupon becoming the “Expansion Date” for purposes of this Amendment). Notwithstanding the foregoing, if Landlord is unable to deliver the Expansion Premises by August 1, 2012 (as extended day-for-day for each day of Force Majeure Delay) (the “Expansion Premises Outside Delivery Date”), then Tenant shall have the right, as its sole remedy, to terminate this Amendment to Lease by providing written notice to Landlord within fifteen (15) business days following the Expansion Premises Outside Delivery Date, in which event the Lease shall continue in full force and effect as if the parties had not entered into this Amendment and Landlord shall promptly return to Tenant the August, 2012 Base Rent for the Expansion Premises paid by Tenant pursuant to the provisions of Section 6(d). For purposes hereof, the failure of the existing tenant of the Expansion Premises to vacate the Expansion Premises shall not be an event of Force Majeure Delay.
(c) Notwithstanding the above, Tenant shall be entitled to early occupancy of the Expansion Premises at any time after the Expansion Premises Delivery Date for the sole purposes of (1) installing Tenant’s furniture and telephone and other communications cabling and (2) performing Tenant’s Expansion Work (defined below), provided that (i) Tenant covenants and agrees that Tenant and Tenant’s employees, agents or contractors will cooperate with Landlord to coordinate the performance and completion of the Landlord’s Expansion Work concurrently with Tenant’s Expansion Work, (ii) Landlord shall have no liability to Tenant for delays in completing the Landlord’s Expansion Work which result from, are caused by or arise out of the interference by Tenant or Tenant’s employees, agents or contractors in the performance of the Landlord’s Expansion Work, (iii) Tenant and Tenant’s employees, agents and contractors shall promptly comply with any and all requests made by Landlord or Landlord’s contractor(s) that Tenant remove its property from those areas in or around which Landlord is performing the Landlord’s Expansion Work, and (iv) Landlord shall not be liable for, Tenant hereby waives all claims which Tenant may have against the Landlord Parties, and Tenant shall indemnify and hold harmless Landlord from and defend Landlord against any and all claims or liability for any injury or damage to any person or property in or about the Expansion Premises resulting from or arising out of or in connection with the performance of Tenant’s Expansion Work (except to the extent arising from the negligence or willful misconduct of Landlord). Tenant’s early occupancy of the Expansion Premises for the sole purpose provided in this Section shall be subject to all of the terms and conditions of the Lease, provided that (x) the Premises shall not include the Expansion Premises until the Expansion Date, and (y) Tenant shall not be obligated to pay monthly Base Rent or Additional Charges with respect to the Expansion Premises for the period from the Expansion Premises Delivery Date until the Expansion Date.
(d) Within five (5) business days after the Expansion Date, the parties shall execute a letter confirming the Expansion Date and certifying that Tenant has accepted delivery of the Premises, in form substantially similar to EXHIBIT “D” attached to the Lease (the “Expansion Date Memorandum”). Either party’s failure to request execution of, or to execute, the Expansion Date Memorandum shall not in any way alter the Expansion Date.
CONDITIONS OF PREMISES A. Within seven (7) days after you move-in, you are required to submit an online Room Condition Update to notify us in writing of any defects or damages in your assigned space (including common area, fixtures, appliances and furniture). Failure to do so will result in the assigned space being considered to be in a clean, safe and good working condition and you will be responsible for defects or damages that may have occurred before you moved in.
B. With the exception of the items emailed to you or that you have submitted through the online Room Condition Update, you accept your assigned space, the fixtures, appliances and furniture in their “AS-IS” condition, with any faults. With regard to your assigned space, and the fixtures, appliances and furniture within, we make no express warranties and disclaim any and all implied warranties (other than the warranty of habitability).
C. Excluding ordinary wear and tear from normal usage, you will be solely responsible to the Housing Office for damages to your assigned space and the furnishings provided in the assigned space. You are responsible for the cost of all repairs made necessary by you and/or your guest(s) or, as set forth below, any other person in violation of the License. This includes the negligent or careless use of your assigned space or any part of the residence hall, including, without limitation, damage from waste water stoppages caused by foreign or improper objects in lines serving the bathroom used by you, damages to furniture, appliances, doors, windows or screens, damage from windows or doors being left open and repairs or replacements to security devices necessitated by misuse or damage. You may be required to prepay for these repairs, or, if we decide to advance the funds for the repairs, you will be responsible for repaying us within ten (10) days. In addition, you could be charged for damages that may have been caused by other Residents if we cannot determine who did it, and you will be jointly and severally liable for all damages to other shared areas of the assigned space and any furnishings provided in those shared areas. If the party responsible for damages is identified, we may nonetheless determine, in our sole discretion, if you and other potentially responsible parties are allowed to renew for the next year. Your obligations to pay the charges described in this paragraph will continue after the end of this License.
D. Furnishings Removal. You assume full responsibility for items furnished by us and agree to return them to us at the end of the License Term in as good condition as when you receive them, reasonable wear and tear excepted. You will be responsible for returning all furniture to its original position prior to vacating your assigned space. You will not remove our furniture, fixtures, and/or furnishings from the assigned space for any purpose.
General Conditions Applicable to Option to Build If the Interconnection Customer assumes responsibility for the design, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades,
(1) the Interconnection Customer shall engineer, procure equipment, and construct the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Participating TO;
(2) The Interconnection Customer’s engineering, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades shall comply with all requirements of law to which the Participating TO would be subject in the engineering, procurement or construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades;
(3) the Participating TO shall review, and the Interconnection Customer shall obtain the Participating TO’s approval of, the engineering design, equipment acceptance tests, and the construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, which approval shall not be unreasonably withheld, and the CAISO may, at its option, review the engineering design, equipment acceptance tests, and the construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades;
(4) prior to commencement of construction, the Interconnection Customer shall provide to the Participating TO, with a copy to the CAISO for informational purposes, a schedule for construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, and shall promptly respond to requests for information from the Participating TO;
(5) at any time during construction, the Participating TO shall have the right to gain unrestricted access to the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades and to conduct inspections of the same;
(6) at any time during construction, should any phase of the engineering, equipment procurement, or construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades not meet the standards and specifications provided by the Participating TO, the Interconnection Customer shall be obligated to remedy deficiencies in that portion of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades;
(7) the Interconnection Customer shall indemnify the CAISO and Participating TO for claims arising from the Interconnection Customer's construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades under the terms and procedures applicable to Article 18.1
