Furniture During the Sublease Term, at no charge to Subtenant, Subtenant shall be permitted to use the existing furniture and kitchen/pantry equipment located in the Subleased Premises and described in more particular detail in Exhibit F attached hereto, as well as all equipment and data cabling associated therewith (the “Furniture”), however, with respect to the Furniture depicted in Exhibit F attached hereto which is located on the seventh (7th) floor of the Building (i.e., the Expansion Space), the parties acknowledge that the depicted Furniture consists of the items located therein as of the Effective Date, and that a third party subtenant will be occupying the Expansion Space prior to Sublandlord’s occupancy of the Expansion Space (assuming Sublandlord exercises the Expansion Option), and that Sublandlord’s obligation to deliver such Furniture to Subtenant, and Subtenant’s obligation to accept such Furniture in its current condition, are both dependent upon Sublandlord’s 7th floor subtenant returning all Furniture located on the seventh (7th) floor in good condition and repair; to the extent that if such subtenant fails to do so, Sublandlord will use reasonable efforts to enforce any rights it may have to require such subtenant to replace any missing or damaged items of Furniture with an appropriate item in acceptable condition. Subtenant shall accept the Furniture in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises). Sublandlord represents and warrants that it has clean title to the Furniture without any encumbrances or liens by any other party. For purposes of documenting the current condition of the Furniture, Subtenant and Sublandlord shall, prior to the Commencement Date and Expansion Date, as applicable, conduct a joint walk-through of the Subleased Premises and Expansion Space, as applicable, in order to inventory items of damage or disrepair. Subtenant shall use the Furniture only for the purposes for which such Furniture is intended and shall be responsible for the proper maintenance, insurance, care and repair of the Furniture, at Subtenant’s sole cost and expense, using maintenance contractors specified by Sublandlord. Subtenant shall not modify, reconfigure or relocate any of the Furniture except with the advance written permission of Sublandlord (which shall not be unreasonably withheld, conditioned or delayed), and any work of modifying any Furniture (including, without limitation, changing the configuration of, “breaking down” or reassembly of cubicles or other modular furniture) shall be performed at Subtenant’s sole cost using Sublandlord’s specified vendors or an alternate vendor approved in writing by Sublandlord (such approval to be granted or withheld on Sublandlord’s good faith discretion, based upon Sublandlord’s assessment of factors which include, without limitation, whether the performance by such vendor will void applicable warranties for such Furniture and whether such vendor is sufficiently experienced in the design of such Furniture). No item of Furniture shall be removed from the Subleased Premises without Sublandlord’s prior written consent; which consent may be conditioned upon Subtenant using Sublandlord’s preferred contractor for the purposes of any such removal, and storing any removed Furniture in a storage facility specified by Sublandlord, and returning and re-installing such Furniture in the Subleased Premises (using a contractor specified by Sublandlord) upon the expiration or termination of this Sublease, all at Subtenant’s sole cost and expense, to be paid as additional Rent hereunder; provided, however, that if such preferred contractors and storage facilities offer their services at rates that materially exceed commercially reasonable prices for similar San Francisco vendors of equivalent skill, experience, insurance coverage, union affiliation and, in the case of storage facilities, security features, and, further, provided that in Sublandlord’s good faith determination the use of an alternate contractor/facility will not void any warranties with respect to the Furniture in question, Subtenant may use other contractors and storage facilities reasonably approved in writing by Sublandlord. Prior to or promptly following the expiration or earlier termination of this Sublease, Sublandlord shall conduct a walk-through of the Subleased Premises to catalog any items of damage, disrepair, misuse or loss among the Furniture (reasonable wear and tear and damage due to casualty excepted), and Subtenant shall be responsible, at Subtenant’s sole cost and expense, for curing any such items (including, with respect to loss, replacing any lost item with a substantially similar new item reasonably acceptable to Sublandlord).
Fixtures and Equipment Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.
