Common use of Surrender of Surrendered Premises Clause in Contracts

Surrender of Surrendered Premises. Effective on the Effective Date, Tenant shall surrender to Landlord, and Landlord shall accept the surrender from Tenant, of all of Tenant’s right, title and interest in and to the Surrendered Premises, the Lease (as it relates only to the Surrendered Premises) and any other rights of occupancy, with respect to the Surrendered Premises, subject to the rights, duties and limitations set forth in this Amendment. Except for (a) Landlord’s and Tenant’s obligations to continue performance all of their respective obligations under the Lease (including Tenant’s obligation to pay Basic Rental and Additional Rent for the Surrendered Premises) until such time as Tenant has properly surrendered the Surrendered Premises in accordance with the terms of this Seventh Amendment (which, to the extent Tenant has not fully surrendered the Surrendered Premises by the Effective Date, shall include the payment of holdover rent on the Surrendered Premises until the Subtenant has completely vacated all of the Surrendered Premises and the Surrendered Premises has been properly surrendered [provided that solely for purposes of determining whether Tenant has fully surrendered the Premises, the completion of the installation of the demising wall referenced in Section 2.1 of the attached Work Letter shall not be required for the Surrendered Premises to be considered fully surrendered]; in connection with the foregoing, Landlord acknowledges and understands that Tenant will need to occupy a portion of the Surrendered Premises for the purposes of constructing the demising wall and that, provided that Tenant has otherwise vacated the Premises in the condition required by Section 12 below, Tenant shall not be required to pay any Rent for the Surrendered Premises during the time period it is constructing the wall; (b) Landlord’s and Tenant’s respective obligations under the Lease after the surrender of the Surrendered Premises with respect to the Remaining Premises only; and (c) those obligations of Landlord and/or Tenant under this Seventh Amendment and under the Lease relating to the Surrendered Premises or at law which survive the termination of Tenant’s lease of the Surrendered Premises (collectively, the “Surviving Obligations”), from and after the Effective Date, Tenant’s lease of the Surrendered Premises shall terminate and Landlord and Tenant shall have no further duties or obligations to one another in connection with the Lease (but only as such duties and obligations relate to the Surrendered Premises). Landlord and Tenant hereby acknowledge and agree that the Surviving Obligations shall include, without limitation, Tenant’s indemnification obligations contained in the Original Lease with respect to the Surrendered Premises and Landlord’s and Tenant’s Direct Costs reconciliation payment obligations with respect to the Surrendered Premises.

Surrender of Surrendered Premises. Effective In the event Tenant does not, on or before the Effective Relocation Date, Tenant shall (i) surrender the Surrendered Premises to Landlord, and Landlord shall accept the surrender from Tenant, of with all of Tenant’s rightproperty (and all alterations, title additions and interest improvements) removed therefrom and broom clean, in as good condition as received, and as otherwise provided pursuant to the Surrendered Premisesterms of the Lease, including without limitation Section 20 of the Lease Initial Lease, and (as it relates only to ii) return any and all keys, including, without limitation, mailbox keys, for the Surrendered Premises) and any other rights of occupancyPremises to Landlord, then Tenant shall be deemed to be holding over with respect to the Surrendered Premises and the terms of Section 20 of the Initial Lease, and any and all other applicable provisions of the Lease, shall apply to Tenant’s holdover of the Surrendered Premises. Accordingly, subject in response to the rightssuch a holdover by Tenant, duties and limitations set forth in this Amendment. Except for Landlord shall be entitled to exercise or pursue (a) Landlord’s any and Tenant’s obligations to continue performance all of their respective obligations its rights under Section 20 of the Lease Initial Lease, or any other applicable section of the Lease, or (including Tenant’s obligation b) any other legal or equitable remedies otherwise available to pay Basic Rental and Additional Rent for Landlord. In addition, if any repairs are required to be performed in, to or at the Surrendered Premises) until , Tenant shall cause such time as repairs to be performed, to Landlord’s reasonable satisfaction, prior to the Relocation Date. If Tenant has properly surrendered fails to timely comply with the preceding sentence, then Landlord shall have the right to cause the repairs to be performed, at Tenant’s expense. Landlord shall be permitted to inspect the Surrendered Premises in accordance order to verify compliance with this Section 4 and the terms Lease as of Relocation Date. The obligations imposed under the first sentence of this Seventh Amendment (which, to Section 4 shall survive the extent Tenant has not fully surrendered the Surrendered Premises by the Effective Date, shall include the payment of holdover rent on the Surrendered Premises until the Subtenant has completely vacated all termination or expiration of the Surrendered Premises and the Surrendered Premises has been properly surrendered [provided that solely for purposes of determining whether Tenant has fully surrendered the Premises, the completion of the installation of the demising wall referenced in Section 2.1 of the attached Work Letter shall not be required for the Surrendered Premises to be considered fully surrendered]; in connection with Lease. Notwithstanding the foregoing, Landlord acknowledges and understands that Tenant will need to occupy a portion of the Surrendered Premises for the purposes of constructing the demising wall and that, provided that Tenant has otherwise vacated is not in default pursuant to the terms of the Lease, Tenant may occupy the Surrendered Premises in commencing on January 1, 2012 through January 15, 2012, pursuant to the condition required by Section 12 below, terms and conditions of the Lease as it applies to the “Premises”; provided that Tenant shall not be required to pay any Base Rent for the Surrendered Premises during the time period it is constructing the wall; (b) Landlord’s and Tenant’s respective obligations under the Lease after the January 1, 2012 through January 15, 2012. In such event, Tenant shall be required to surrender of the Surrendered Premises with respect on January 15, 2012, and otherwise pursuant to the Remaining Premises only; terms and (c) those obligations of Landlord and/or Tenant under this Seventh Amendment and under the Lease relating to the Surrendered Premises or at law which survive the termination of Tenant’s lease conditions of the Surrendered Premises (collectivelyLease, the “Surviving Obligations”), from and after the Effective Date, Tenant’s lease of the Surrendered Premises shall terminate and Landlord and Tenant shall have no further duties or obligations to one another in connection with the Lease (but only as such duties and obligations relate to the Surrendered Premises). Landlord and Tenant hereby acknowledge and agree that the Surviving Obligations shall includeincluding, without limitation, Tenant’s indemnification obligations contained pursuant to this Section 4. Tenant shall in all events be required to pay Base Rent, Additional Rent, and all other amounts due under the Original Lease with respect to for the Surrendered Relocation Premises and Landlord’s and Tenant’s Direct Costs reconciliation payment obligations with respect to for the Surrendered Premisesperiod January 1, 2012 through the expiration date of the Lease.

Surrender of Surrendered Premises. Effective on On the Effective Date, Tenant shall surrender to LandlordLandlord the Surrendered Premises in clean condition, and Landlord shall accept the surrender from Tenant, of all free of Tenant’s rightgeneral office furniture and personal property, title in good repair and interest free of Hazardous Substances. Notwithstanding the foregoing, Tenant may leave within the Surrendered Premises furniture and personal property that Tenant has transferred ownership to Monogram Bioscience, provided that a detailed inventory of such furniture and personal property, signed by both Tenant and Monogram Bioscience, is delivered to Landlord prior to the Effective Date. Notwithstanding any provision in and the Original Lease to the contrary, except as to Trade Fixtures, Tenant shall not remove any Alterations or Tenant Improvements in the Surrendered Premises or to make any modifications to the Surrendered PremisesPremises except as necessary to surrender the Surrendered Premises in the condition required by the first sentence of this Paragraph. Notwithstanding the foregoing, Tenant shall not remove any component of a parent system that as a result of removal would cause that system to function improperly such as HVAC, water distribution, gas distribution (examples of these components would include but not be limited to fume hoods and water purification equipment). From and after the Effective Date, the Lease (as it relates only to the Surrendered Premises) shall terminate and neither Landlord nor Tenant (nor any other rights subtenants, licensees or assignees of occupancyTenant) shall have any rights, duties or obligations to one another in connection with the Lease as it relates only to the Surrendered Premises) except for those obligations under the Lease to the extent not pertaining to the Surrendered Premises, and the following (the following are collectively referred to herein as the “Surviving Obligations”): (a) in the event that Tenant does not properly surrender the Surrendered Premises in accordance with the terms of the Lease, the performance by Tenant of its obligations under the Lease with respect to the Surrendered PremisesPremises (including, subject to without limitation, the rights, duties and limitations set forth in this Amendment. Except for (a) Landlord’s and Tenant’s obligations to continue performance all payment of their respective obligations under the Lease (including Tenant’s obligation to pay Basic Rental and Additional Rent for the Surrendered Premisesholdover rent) until such time as Tenant has properly surrendered the Surrendered Premises (provided, however, the foregoing is in accordance no way intended to provide Tenant with the terms of this Seventh Amendment (which, any right to the extent Tenant has not fully surrendered delay its obligation to properly surrender the Surrendered Premises by on or before the Effective Date, shall include the payment of holdover rent on the Surrendered Premises until the Subtenant has completely vacated all of the Surrendered Premises ); and the Surrendered Premises has been properly surrendered [provided that solely for purposes of determining whether Tenant has fully surrendered the Premises, the completion of the installation of the demising wall referenced in Section 2.1 of the attached Work Letter shall not be required for the Surrendered Premises to be considered fully surrendered]; in connection with the foregoing, Landlord acknowledges and understands that Tenant will need to occupy a portion of the Surrendered Premises for the purposes of constructing the demising wall and that, provided that Tenant has otherwise vacated the Premises in the condition required by Section 12 below, Tenant shall not be required to pay any Rent for the Surrendered Premises during the time period it is constructing the wall; (b) Landlord’s and Tenant’s respective those obligations under this Sixth Amendment and/or under the Original Lease after which expressly survive the surrender expiration or earlier termination of the Surrendered Premises with respect to the Remaining Premises only; and (c) those obligations of Landlord and/or Tenant under this Seventh Amendment and under the Lease relating to the Surrendered Premises or at law which survive the termination of Tenant’s lease of the Surrendered Premises (collectivelyLease, the “Surviving Obligations”), from and after the Effective Date, Tenant’s lease of the Surrendered Premises shall terminate and Landlord and Tenant shall have no further duties or obligations to one another in connection with the Lease (but only as such duties and obligations relate to the Surrendered Premises). Landlord and Tenant hereby acknowledge and agree that the Surviving Obligations shall includeincluding, without limitation, Tenant’s indemnification obligations contained in the Original Lease with respect to conditions existing or events occurring prior to the Effective Date. Notwithstanding the above, Tenant’s indemnification obligations under the Lease shall not apply to any damage, claims or liabilities arising solely out of the entry into the Surrendered Premises by Landlord, any prospective or actual tenant for the Surrendered Premises or any other third party entering the Surrendered Premises for purposes of designing, modifying or otherwise preparing the Surrendered Premises for re-letting. The Cummins 1500 Kw emergency generator located in the east side of the parking lot is not connected to the Surrendered Premises and Landlord’s and Tenant’s Direct Costs reconciliation payment obligations with respect remains appurtenant to the Surrendered New Premises.

Surrender of Surrendered Premises. (a) On the First Effective Date (as hereinafter defined), in the case of the 20th Floor Surrendered Premises, and on the Second Effective DateDate (as hereinafter defined), in the case of 21st Floor Surrendered Premises, Tenant shall surrender to Landlord, and Landlord shall accept the surrender from Tenant, of all of Tenant’s right, title and interest in and to the Surrendered Premisesof, the Lease (as it relates only to the Surrendered Premises) and any other rights of occupancy, with respect to the Surrendered Premises, subject to the rights, duties and limitations set forth in this Amendment. Except for (a) Landlord’s and Tenant’s obligations to continue performance all of their respective obligations under the Lease (including Tenant’s obligation to pay Basic Rental and Additional Rent for the Surrendered Premises) until such time as Tenant has properly surrendered the Surrendered Premises in accordance with the terms of this Seventh Amendment (which, to the extent Tenant has not fully surrendered the Surrendered Premises by the Effective Date, shall include the payment of holdover rent on the Surrendered Premises until the Subtenant has completely vacated all of the 20th Floor Surrendered Premises and the 21st Floor Surrendered Premises, as the case may be, and the Original Lease is amended so that the term of the Original Lease in respect of the 20th Floor Surrendered Premises has been properly surrendered [provided that solely for purposes of determining whether Tenant has fully surrendered shall expire on the Premises, the completion First Effective Date and in respect of the installation 21st Floor Surrendered Premises shall expire on the Second Effective Date in the same manner and with the same effect as if each such date were the date set forth in the Original Lease for the expiration of the demising wall referenced in Section 2.1 term thereof. Time is of the attached Work Letter shall not be required for the Surrendered Premises to be considered fully surrendered]; essence in connection with the foregoing, Landlord acknowledges and understands that Tenant will need to occupy a Tenant's surrendering each portion of the Surrendered Premises for on the purposes of constructing the demising wall and that, provided Effective Date applicable thereto except that each Effective Date shall be extended by any delay encountered by Tenant has otherwise vacated the Premises in the condition required by Section 12 below, Tenant shall not be required to pay any Rent for vacating the Surrendered Premises during by any cause beyond Tenant's reasonable control affecting the time period it operation of the Building, including a strike of employees at the Building or mechanical breakdown ("Tenant Unavoidable Delays"). For the purpose hereof, "First Effective Date" shall mean the date which is constructing the wall; later to occur of (bx) Landlord’s May 1, 2003 and Tenant’s respective (y) the date the Bankruptcy Court shall have approved (1) this Agreement and the assumption by Tenant of the Lease, (2) the payment of all obligations due under this Agreement and (3) the payment of all unpaid obligations of Tenant accruing under the Lease after prior to (i) the surrender Petition Date and (ii) the date of the Surrendered Premises with respect approval of such assumption, and "Second Effective Date" shall mean the date which is the earlier to occur of (x) the Remaining Premises only; Substitution Date (as defined in Article 38 of the Lease) and (cy) those obligations the date which is the later to occur of (i) the date Landlord and/or notifies Tenant under this Seventh Amendment and under that Landlord shall not exercise its right to relocate Tenant pursuant to Article 38 of the Lease relating and (ii) the date Landlord substantially completes the construction of a common corridor to serve the Surrendered Premises or at law which survive the termination of Tenant’s lease 21st floor of the Surrendered Premises (collectively, Building as more particularly shown on Exhibit B. The First Effective Date and the “Surviving Obligations”), from and after the Second Effective Date are hereinafter referred to individually as an "Effective Date, Tenant’s lease of " and collectively as the Surrendered Premises shall terminate and Landlord and Tenant shall have no further duties or obligations to one another in connection with the Lease (but only as such duties and obligations relate to the Surrendered Premises). Landlord and Tenant hereby acknowledge and agree that the Surviving Obligations shall include, without limitation, Tenant’s indemnification obligations contained in the Original Lease with respect to the Surrendered Premises and Landlord’s and Tenant’s Direct Costs reconciliation payment obligations with respect to the Surrendered Premises"Effective Dates".

Surrender of Surrendered Premises. Effective on the Effective Termination --------------------------------- Date, Tenant shall surrender hereby surrenders to Landlord, and Landlord shall accept hereby accepts the surrender from Tenant, of all of Tenant’s 's right, title and interest in and to the Surrendered Premises, the Lease (as it relates only to the Surrendered Premises) and any other rights of occupancy, occupancy with respect to the Surrendered Premises, subject to the rights, duties and limitations set forth in this Amendment. Except for (a) Landlord’s and Tenant’s 's obligations to continue performance all of their respective to perform its monetary obligations under the Lease (including Tenant’s including, without limitation, the obligation to pay Basic Rental and Additional Rent for the Surrendered Premisesrent) until such time as Tenant has properly surrendered the Surrendered Premises in accordance with the terms of this Seventh Amendment (which, to the extent Tenant has not fully surrendered the Surrendered Premises by the Effective Termination Date, shall include the payment of holdover rent on the Surrendered Premises until the Subtenant has completely vacated all of the Surrendered Premises and the Surrendered Premises has been properly surrendered [provided that solely for purposes of determining whether Tenant has fully surrendered the Premises, the completion of the installation of the demising wall referenced in Section 2.1 of the attached Work Letter shall not be required for the Surrendered Premises to be considered fully surrendered]; in connection with the foregoing, Landlord acknowledges and understands that Tenant will need to occupy a portion of the Surrendered Premises for the purposes of constructing the demising wall and that, provided that Tenant has otherwise vacated the Premises in the condition required by Section 12 below, Tenant shall not be required to pay any Rent for the Surrendered Premises during the time period it is constructing the wall; (b) Landlord’s and Tenant’s respective 's obligations under the Lease after the surrender of the Surrendered Premises (with respect to the Remaining Premises only; remainder of the Premises), and (c) those obligations of Landlord and/or Tenant under this Seventh Amendment and under the Lease (relating to the Surrendered Premises Premises) or at law which survive the termination of Tenant’s lease of the Surrendered Premises Lease (collectively, the “"Surviving Obligations”"), from and after the Effective Termination Date, Tenant’s lease of the Lease (as it relates only to the Surrendered Premises Premises) shall terminate and Landlord and Tenant shall have no further duties or obligations to one another in connection with the Lease (but as it relates only as such duties and obligations relate to the Surrendered Premises). Landlord and Tenant hereby acknowledge acknowledges and agree agrees that the Surviving Obligations shall include, without limitation, Tenant’s 's indemnification obligations contained in the Original Lease with respect to the Surrendered Premises and Landlord’s and Tenant’s Direct Costs reconciliation payment obligations with respect to the Surrendered PremisesLease.