Common use of Tenant’s Compliance Obligations Clause in Contracts

Tenant’s Compliance Obligations. Tenant, at Tenant’s expense, shall comply promptly with: (a) the laws, statutes, ordinances, rules, regulations and the orders of all courts and Governmental Authorities in effect from time to time during the Term including, without limitation, the Americans with Disabilities Act (“ADA”), and all applicable federal, state and municipal building, zoning, fire, health, safety and environmental laws, statutes, ordinances, rules, regulations (the “Laws”) that shall impose any duty on Tenant with respect to the Premises or the use, occupancy or operation thereof, and with respect to any Alterations to the Premises made by Tenant or any Tenant Parties; and (b) all rules, requirements and regulations of the Board of Fire Underwriters and Landlord’s insurance companies with respect to the use, occupancy and operation of the Premises. Tenant shall make all such improvements in or to the Premises which are necessitated or occasioned, in whole or in part by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Premises made by Tenant or any Tenant Parties. Tenant, at its expense, shall timely comply with all orders and directions of Governmental Authorities for the correction, prevention and abatement of any violations in the Premises caused or permitted by, or resulting from the Tenant’s use, occupancy or operations at the Premises or resulting from any such Alterations to the Premises. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible for making any Alterations or improvements to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior to the Commencement Date or which are not caused by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Premises made by Tenant or any Tenant Parties; which responsibility, as between Tenant and Landlord, shall be Landlord’s, and Landlord, at Landlord’s sole expense, shall promptly make all repairs, replacements, Alterations, or improvements needed in connection therewith.

Tenant’s Compliance Obligations. Tenant, at Tenant’s expense, Tenant shall comply promptly with: (a) not use the Project or permit anything to be done in or about the Project which will in any way conflict with any present and future laws, statutes, ordinances, rulesresolutions, regulations and regulations, proclamations, orders or decrees of any municipal, county, state or federal government or other governmental or regulatory authority with jurisdiction over the orders of all courts and Governmental Authorities Project, or any portion thereof, whether currently in effect from time or adopted in the future and whether or not in the contemplation of the parties hereto (collectively, “Laws”), and Tenant shall promptly, at its sole expense, maintain the Premises, any Alterations (as defined in Article 9 below) permitted hereunder and Tenant’s use and operations thereon in strict compliance at all times with all Laws. “Laws” shall include, without limitation, all Laws relating to time during the Term health and safety, disabled accessibility (including, without limitation, the Americans with Disabilities Act (“ADA”Act, 42 U.S.C. section 12101 et seq.), Hazardous Substances, and all applicable federal, state present and municipal building, zoningfuture life safety, fire, healthsprinkler, safety seismic retrofit, building code and environmental lawsmunicipal code requirements; provided however, statutes, ordinances, rules, regulations (the “Laws”) that shall impose any duty on Tenant Tenant’s obligation to comply with respect Laws relating to Hazardous Substances is subject to the Premises or the use, occupancy or operation thereofterms and conditions of Article 41, and with respect to any Alterations to the Premises made by Tenant or any Tenant Parties; and (b) all rules, requirements and regulations of the Board of Fire Underwriters and Landlord’s insurance companies with respect to the use, occupancy and operation of the Premises. Tenant shall make all such improvements in or to the Premises which are necessitated or occasioned, in whole or in part by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Premises made by Tenant or any Tenant Parties. Tenant, at its expense, shall timely comply with all orders and directions of Governmental Authorities for the correction, prevention and abatement of any violations in the Premises caused or permitted by, or resulting from the Tenant’s use, occupancy or operations at the Premises or resulting from any such Alterations to the Premises. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible for making compliance with clean-up provisions of any Alterations Laws with respect to Hazardous Substances except to the extent of any release caused by the Tenant or improvements any of its servants, employees, contractors, agents, licensees or invitees (collectively, including Tenant, the “Tenant Parties”) or otherwise included in Tenant’s indemnity contained in Article 41. Notwithstanding the foregoing, Landlord, and not Tenant, shall be responsible for correcting any condition with respect to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior relating to the Commencement Date Common Area, any Building systems or which equipment serving the Common Areas, the improvements to the Common Areas, and the exterior or structural portions of the Building (but not with respect to the interior of the Premises), (subject to Tenant’s obligation to pay such costs to the extent they are not included as Expenses under Section 4.3.1(i)), except to the extent such violation is caused by the negligent or intentional acts or omissions of the Tenant Parties, or such violation results from Tenant’s particular use of the Premises, or such violation arises in connection with the installation of or any Alterations. Tenant shall be responsible for compliance of the Tenant’s Alterations with all Laws. Notwithstanding the first sentence of this Section 7.1, Tenant shall not be required to make any structural alterations to the Premises in order to comply with Laws unless the requirement that such alterations be made is triggered by any of the following (or, if such requirement results from the cumulative effect of any of the following when added to other negligent or intentional acts, omissions, or events, to the extent such alterations are required by any of the following): (i) the installation, use or operation of, any Alterations, or any of Tenant’s trade fixtures or personal property; (ii) the negligent or intentional acts or omissions of any of the Tenant Parties; or (iii) the particular use or particular occupancy or manner of use, use or occupancy or operation of the Premises by the Tenant or any Tenant Parties or by any Alterations Parties. Any alterations that are Tenant’s responsibility pursuant to this Article 7 shall be made in accordance with Article 8 below, at Tenant’s sole cost. The parties acknowledge and agree that Tenant’s obligation to comply with all Laws as provided in this section (subject to the Premises made by Tenant or any Tenant Parties; which responsibility, as between Tenant and Landlord, shall be Landlord’s, and Landlord, at Landlord’s sole expense, shall promptly make all repairs, replacements, Alterations, or improvements needed in connection therewithlimitations contained herein) is a material part of the bargained-for consideration under this Lease.

Tenant’s Compliance Obligations. TenantThroughout the Term, at Tenant shall, with respect to Tenant’s expenseuse, shall occupancy and maintenance of the Premises (other than required physical modifications to the Structural Elements of the Building, which are Landlord’s obligations under Section 8.3, and other than Landlord’s obligation to deliver the Premises, the Building, and the Property in compliance with all Applicable Laws as of the Substantial Completion Date), promptly comply promptly with: (a) in all material respects and cause the Premises to comply in all material respects with or remove or cure any violation of any and all present and future laws, statutes, ordinances, rules, regulations and the orders of all courts and Governmental Authorities in effect from time to time during the Term including, without limitation, the Americans with Disabilities Act of 1990, as the same may be amended from time to time, ordinances (“ADA”zoning or otherwise), and all applicable federal, state and municipal building, zoning, fire, health, safety and environmental laws, statutes, ordinancesorders, rules, regulations (the “Laws”) that shall impose any duty on Tenant with respect to and requirements of all Federal, State, municipal and other governmental bodies having jurisdiction over the Premises or and the useappropriate departments, occupancy or operation commissions, boards and officers thereof, and with respect to any Alterations to the Premises made by Tenant or any Tenant Parties; and (b) all rulesorders, requirements rules and regulations of the Board of Fire Underwriters and Landlord’s insurance companies where the Premises are situated, or any other body now or hereafter constituted exercising lawful or valid authority over the Premises, or any portion thereof, or exercising authority with respect to the use, occupancy and operation use or manner of use of the Premises. , and whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall involve any change in governmental policy, or require structural or extraordinary repairs, alterations or additions by Tenant and irrespective of the amount of the costs thereof; provided that Tenant shall make all such improvements in or not be required to comply and/or cause the Premises which are necessitated or occasioned, in whole or in part by the use or occupancy or manner of use, occupancy or operation any other portions of the Premises by Tenant Building to comply with or incur any Tenant Parties or by costs with respect thereto for any Applicable Laws that require structural Alterations to the Premises made or changes to the Building Systems or alterations outside the Premises unless such changes are necessitated by (i) Tenant’s particular manner of use of the Premises other than as commercial office use, or (ii) with respect to the bathrooms within the Premises and all Tenant Improvements and Alterations, changes in Applicable Laws first becoming effective on or any after the Substantial Completion Date (provided that, in each case, Tenant Partiesmay use its own contractors in satisfying the foregoing compliance requirements). Tenant, at its sole cost and expense, shall timely comply in all material respects with all orders agreements, contracts, easements, restrictions, reservations or covenants, if any, presently encumbering the Premises, or hereafter created by Tenant or consented to, in writing, by Tenant or requested, in writing, by Tenant, and directions with the REA, if applicable. Tenant shall also comply in all material respects with, observe and perform in all material respects all provisions and requirements of Governmental Authorities for the correction, prevention and abatement all policies of any violations in insurance maintained by Tenant with respect to the Premises caused or permitted byunder the terms of Article 7 and shall comply in all material respects with all development permits issued by governmental authorities issued in connection with Tenant Improvements and Alterations. The laws, or resulting from the Tenant’s useordinances, occupancy or operations at the Premises or resulting from any such Alterations rules, regulations and requirements referred to the Premises. Notwithstanding anything in this Lease Section are collectively referred to the contraryas “Applicable Laws”. The foregoing notwithstanding, Tenant shall not be responsible for making perform any Alterations repairs or improvements to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior to the Commencement Date or which are not caused by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Base Building Systems within the Premises made and required pursuant to any Applicable Laws, but shall reimburse Landlord for the reasonable out-of-pocket costs for any such work performed by Landlord provided, however, that such payment shall not be due until thirty (30) days after Landlord provides notice to Tenant or of the completion of such work and the cost thereof together with reasonable back-up documentation for same, Tenant shall have the right to dispute such costs in the same manner as provided under Section 6.2 hereof. Landlord shall apportion any Tenant Parties; which responsibility, as between Tenant and Landlord, shall be Landlord’s, and Landlord, at Landlord’s sole expense, shall promptly make such costs among all repairs, replacements, Alterations, or improvements needed in connection therewithaffected tenants based upon each such tenants’ respective interest.

Tenant’s Compliance Obligations. Tenant, at Tenant’s 's expense, shall comply promptly with: (a) with the laws, statutes, ordinances, rules, regulations and the orders of all courts and Governmental Authorities governmental authorities in effect from time to time during the Term including, without limitation, the Americans with Disabilities Act (“"ADA”"), and all applicable federal, state and municipal building, zoning, fire, health, safety and environmental laws, statutes, ordinances, rules, regulations laws (the “"Applicable Laws”") that shall impose any duty on Tenant with respect to the Premises or the use, occupancy or operation thereof, . Tenant will obtain and with respect to maintain in full force and effect any Alterations to the Premises made by Tenant or any Tenant Parties; and (b) all rules, requirements licenses and regulations of the Board of Fire Underwriters and Landlord’s insurance companies with respect to the permits necessary for its use, occupancy and operation of the Premises. Tenant shall make all such improvements any Alterations in or to the Premises in order to comply with the foregoing, which are necessitated or occasioned, in whole or in part by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties of its officers, employees, agents, contactors, invitees, licensees or by any Alterations to subtenants (the Premises made by Tenant or any "Tenant Parties. Tenant, at its expense, shall timely comply with all orders and directions of Governmental Authorities for the correction, prevention and abatement of any violations in the Premises caused or permitted by, or resulting from the Tenant’s use, occupancy or operations at the Premises or resulting from any such Alterations to the Premises"). Notwithstanding anything in this Lease to the contraryforegoing, Tenant shall not be responsible for making any Alterations obligated to make changes, upgrades, or improvements to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior to the Commencement Date or which are not caused by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Premises or the Building in order to comply with such Applicable Laws unless the need for such repairs or alterations arises from (i) the specific and particular manner and nature of Tenant's use or occupancy of the Premises, as distinguished from general office use, or (ii) any Alterations made by or on behalf of Tenant or any occupant of the Premises but only if and to the extent that such Alterations are not of a nature customarily performed by general office tenants in comparable buildings. Tenant Parties; which responsibility, as between Tenant and Landlord, shall be Landlord’sacknowledges the Premises are located on the second floor of the Building, and Landlordaccess to the Premises is non-conforming with the ADA. However, because the Building was constructed prior to the applicability of the ADA, such access is legally non­ conforming. If a legal proceeding is brought against either Landlord or Tenant regarding ADA access to the Premises, then Landlord shall endeavor to provide an acceptable ADA accommodation for access to the Premises. If Landlord shall determine in its sole discretion that such an accommodation is not feasible, then Landlord shall deliver notice to Tenant so stating, and either party shall have the option to terminate the Lease effective as of the last day of a calendar month (the "Termination Date") by providing at Landlord’s sole expenseleast thirty (30) days prior written notice to the other party. In the event that either party exercises such termination option, the term of the Lease shall promptly make all repairs, replacements, Alterations, or improvements needed expire as of the Termination Date as fully and completely as if such date were the date originally fixed in connection therewiththe Lease for the expiration of the term of the Lease.

Tenant’s Compliance Obligations. TenantTenant shall not do anything in or about the Premises or the Project which will in any way conflict with any law, at Tenant’s expensestatute, shall comply promptly with: (a) the lawsordinance or other governmental rule, statutesregulation or requirement now in force or which may hereafter be enacted or promulgated, ordinances, rules, regulations and the orders of all courts and Governmental Authorities in effect from time to time during the Term including, without limitation, any such governmental regulations related to disabled access (collectively, "Applicable Laws") to the Americans extent Tenant's failure to comply therewith (i) is required to be remedied by order of a governmental authority whether received by Landlord, Tenant or otherwise, (ii) would subject any certificate of occupancy for all or any portion of the Phase to suspension or cancellation; (iii) would pose a material risk to property or health and safety of persons; or (iv) would increase Landlord's obligations under this Lease, or decrease Landlord's rights under this Lease. At its sole cost and expense, Tenant shall promptly comply with Disabilities Act all Applicable Laws (“ADA”), and all applicable federal, state and municipal building, zoning, fire, health, safety and environmental laws, statutes, ordinances, rules, regulations (including the “Laws”) that shall impose making of any duty on Tenant with respect alterations to the Premises required by Applicable Laws) which relate to (i) Tenant's use of the Premises, (ii) the Alterations or the useImprovements in the Premises, occupancy or operation thereof(iii) the Base Building and Common Areas, and with respect to any Alterations but, as to the Premises made by Tenant Base Building and Common Areas, only to the extent such obligations (a) pertain to Applicable Laws that were enacted, modified or any Tenant Parties; initially enforced on or after the Delivery Date and relate to the Building Systems or (b) all rulesare triggered by Tenant's Alterations, requirements and regulations of the Board of Fire Underwriters and Landlord’s insurance companies with respect to the useImprovements, occupancy and operation of the Premises. Tenant shall make all such improvements in or to the Premises which are necessitated or occasioned, in whole or in part by the use or occupancy or manner of use, occupancy or operation of the Premises by for non-general office use. Notwithstanding the foregoing, if any obligation for Tenant or any Tenant Parties or by any Alterations to comply with Applicable Laws require modifications to the Premises made Base Building or Common Areas are "capital in nature", then Landlord shall perform such modifications pursuant to Section 7.3 above, and the parties shall be responsible for the respective costs as set forth in Section 7.3 above. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant or any Tenant Parties. Tenantagrees, at its sole cost and expense, shall timely to comply promptly with all orders and directions of Governmental Authorities for the correction, prevention and abatement such standards or regulations. The judgment of any violations court of competent jurisdiction or the admission of Tenant in the Premises caused or permitted byany judicial action, or resulting from the Tenant’s useregardless of whether Landlord is a party thereto, occupancy or operations at the Premises or resulting from that Tenant has violated any such Alterations to the Premises. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible for making any Alterations or improvements to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior to the Commencement Date or which are not caused by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Premises made by Tenant or any Tenant Parties; which responsibility, as between Tenant and Landlordsaid governmental measures, shall be Landlord’s, conclusive of that fact as between Landlord and Landlord, at Landlord’s sole expense, shall promptly make all repairs, replacements, Alterations, or improvements needed in connection therewithTenant.

Tenant’s Compliance Obligations. TenantThroughout the Term, at Tenant shall, with respect to Tenant’s expenseuse, shall occupancy and maintenance of the Building and Premises (other than required physical modifications to the Base Building Systems and Structural Elements of the Building, which are Landlord’s obligations under Section 8.3), promptly comply promptly with: (a) in all material respects and cause the Premises to comply in all material respects with or remove or cure any violation of any and all present and future laws, statutes, ordinances, rules, regulations and the orders of all courts and Governmental Authorities in effect from time to time during the Term including, without limitation, the Americans with Disabilities Act of 1990, as the same may be amended from time to time, ordinances (“ADA”zoning or otherwise), and all applicable federal, state and municipal building, zoning, fire, health, safety and environmental laws, statutes, ordinancesorders, rules, regulations (the “Laws”) that shall impose any duty on Tenant with respect to and requirements of all Federal, State, municipal and other governmental bodies having jurisdiction over the Premises or and the useappropriate departments, occupancy or operation commissions, boards and officers thereof, and with respect to any Alterations to the Premises made by Tenant or any Tenant Parties; and (b) all rulesorders, requirements rules and regulations of the Board of Fire Underwriters and Landlord’s insurance companies where the Premises are situated, or any other body now or hereafter constituted exercising lawful or valid authority over the Premises, or any portion thereof, or exercising authority with respect to the use, occupancy and operation use or manner of use of the Premises. , and whether the compliance, curing or removal of any such violation and the costs and expenses necessitated thereby shall have been foreseen or unforeseen, ordinary or extraordinary, and whether or not the same shall be presently within the contemplation of Landlord or Tenant or shall make all such improvements involve any change in governmental policy, or to the Premises which are necessitated require structural or occasionedextraordinary repairs, in whole alterations or in part additions by the use or occupancy or manner of use, occupancy or operation Tenant and irrespective of the Premises by Tenant or any Tenant Parties or by any Alterations amount of the costs thereof. Notwithstanding the foregoing, the provisions of Section 24.1(a) and Section 24.2(a) shall govern the respective obligations of the parties with respect to Environmental Laws and the Premises made by Tenant or any Tenant Partiespresence of Hazardous Materials on the Property. Tenant, at its sole cost and expense, shall timely comply in all material respects with all orders and directions of Governmental Authorities for agreements, contracts, easements, restrictions, reservations or covenants, if any, presently encumbering the correction, prevention and abatement of any violations in the Premises caused or permitted byPremises, or resulting from the Tenant’s use, occupancy or operations at the Premises or resulting from any such Alterations to the Premises. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible for making any Alterations or improvements to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior to the Commencement Date or which are not caused by the use or occupancy or manner of use, occupancy or operation of the Premises hereafter created by Tenant or any consented to, in writing, by Tenant Parties or requested, in writing, by any Alterations Tenant, and with the REA, if applicable. Tenant shall also comply in all material respects with, observe and perform in all material respects all provisions and requirements of all policies of insurance maintained by Tenant with respect to the Premises made under the terms of Article 7 and shall comply in all material respects with all development permits issued by Tenant or any Tenant Parties; which responsibility, as between Tenant and Landlord, shall be Landlord’s, and Landlord, at Landlord’s sole expense, shall promptly make all repairs, replacements, Alterations, or improvements needed governmental authorities issued in connection therewithwith Tenant Improvements and Alterations. The laws, ordinances, rules, regulations and requirements referred to in this Section are collectively referred to as “Applicable Laws”.

Tenant’s Compliance Obligations. Tenant shall not use the Premises or permit anything to be done in or about the Premises, or do or permit anything to be done by Tenant or any of Tenant’s employees, agents, affiliates, principals, licensees, assigns, subtenants, successors or contractors (each of the foregoing including Tenant, a “Tenant Party” and collectively, the “Tenant Parties”) within the portions of the Project outside the Premises, which will in any way conflict with any Laws (as defined below), and Tenant shall operate its business at the Premises in compliance at all times with all Laws; provided, however, that Tenant’s obligation to comply with Laws is subject to Section 31 below relating to Hazardous Materials. Additionally, Tenant shall, at its sole cost and expense, correct any condition in the Premises, Building or Project necessary to remedy any non-compliance with Laws; provided, however, that if any such compliance requirement (i) relates to the “Base Building” (as defined in Section 7(a) below), (ii) requires a Capital Expenditure (as defined in Section 7(d) below), and (iii) is not triggered by Tenant’s installation after the Commencement Date of any improvements or Alterations in the Premises or use of any such improvements or Alterations, or by Tenant’s specific use of the Premises (as opposed to general office use) (such requirement satisfying clauses (i), (ii) and (iii) being defined as a “Capital Compliance Obligation”), then the terms of Section 7(d) shall comply promptly with: apply. Capital Compliance Obligations shall not include, and Tenant shall bear the entire cost of, compliance requirements that are triggered by Tenant’s installation after the Commencement Date of any improvements or Alterations in the Premises or use of any such improvements or Alterations, or by Tenant’s specific use of the Premises (aas opposed to general office use) (such requirements being defined as the laws, statutes, ordinances, rules, regulations and the orders of all courts and Governmental Authorities in effect from time to time during the Term including, without limitation, the Americans with Disabilities Act (“ADATenant Compliance Work”), and all applicable federalSection 7(d) shall not apply to Tenant Compliance Work. Tenant may elect, state and municipal buildinginstead of performing any Tenant Compliance Work triggered by Tenant’s installation or use of any improvements or Alterations in the Premises, zoning, fire, health, safety and environmental laws, statutes, ordinances, rules, regulations (to remove or modify the “Laws”) that shall impose any duty on Tenant with respect improvements or Alterations triggering the requirement prior to the Premises expiration or the use, occupancy or operation thereof, and with respect to any Alterations to the Premises made by Tenant or any Tenant Partiesearlier termination of this Lease; and (b2) all rulesTenant may elect, requirements and regulations instead of the Board of Fire Underwriters and Landlordperforming Tenant Compliance Work caused by Tenant’s insurance companies with respect to the use, occupancy and operation of the Premises. Tenant shall make all such improvements in or to the Premises which are necessitated or occasioned, in whole or in part by the specific use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations (as opposed to general office use), to discontinue the Premises made by Tenant or any Tenant Parties. Tenant, at its expense, shall timely comply with all orders and directions of Governmental Authorities for specific use triggering the correction, prevention and abatement of any violations in the Premises caused or permitted by, or resulting from the Tenant’s use, occupancy or operations at the Premises or resulting from any such Alterations to the Premises. Notwithstanding anything in this Lease to the contrary, Tenant shall not be responsible for making any Alterations or improvements to remedy, nor bear any costs or expenses relating to, any violations of Laws which existed prior to the Commencement Date or which are not caused by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any Tenant Parties or by any Alterations to the Premises made by Tenant or any Tenant Parties; which responsibility, as between Tenant and Landlord, shall be Landlord’s, and Landlord, at Landlord’s sole expense, shall promptly make all repairs, replacements, Alterations, or improvements needed in connection therewithnon-compliance.