Common use of Acceptance by Tenant Clause in Contracts

Acceptance by Tenant. Following receipt of a proper Refusal Notice (and all materials required to be given in connection therewith in connection with Section 30.19.2 (collectively, “Refusal Notice Materials”), Tenant shall be granted fifteen (15) business days to consider the Lease Offer contained therein. In the event that Tenant shall, pursuant to a written notice of acceptance delivered to Landlord during such fifteen (15) business day period, accept the Lease Offer, the Remainder Space that is offered to be leased in the Lease Offer shall be added to the Premises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, as then amended; provided, however, in the event that the space proposed to be leased to the proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen (15) business day period, Landlord shall be authorized to complete the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions of this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant hereunder.

Acceptance by Tenant. Following receipt Tenant shall have the right, exercisable only by delivery of a proper Refusal written notice (a “Tenant's Acceptance Notice”) to Landlord within ten (10) business days after Landlord’s delivery of a First Offer Notice, to elect to lease the Offered First Right Space (or Offered First Right Spaces) identified in such First Offer Notice; provided that notwithstanding anything to the contrary herein, Tenant shall not have any right to deliver a Tenant’s Acceptance Notice with respect to the Offered First Right Space for which the Offered Space Scheduled Commencement Date will occur less than twenty-four (24) months before the date on which the Term is then scheduled to expire unless, at such time, Tenant has an unexercised Renewal Term pursuant to Article 33 of the Lease, and Tenant elects in writing to exercise such extension option with respect to the entire then existing Premises, in which case, the Term shall be extended by the applicable Renewal Term and the Current Market Rate (and all materials required to the Monthly Base Rent) payable during such Renewal Term shall be given in connection therewith determined in connection with Section 30.19.2 the determination of the Current Market Rate (collectively, “Refusal and ROFO Rent) with respect to the applicable Leased First Right Space. If Tenant does not deliver Tenant’s Acceptance Notice Materials”), Tenant shall be granted fifteen to Landlord within ten (1510) business days to consider the Lease after Landlord’s delivery of any First Offer contained therein. In the event that Tenant shallNotice, pursuant to a written notice of acceptance delivered to Landlord during such fifteen (15) business day period, accept the Lease Offer, the Remainder Space that is offered to be leased in the Lease Offer shall be added to the Premises on all time being of the primary economic terms stated in the Lease Offer and otherwise on all essence, then Tenant shall have no right under this Schedule to lease any portion of the terms First Right Space during the twelve (12) month period following the date on which Tenant delivered its Request for First Offer First Offer Notice, and conditions set forth in this Lease, as then amended; provided, however, in the event that the space proposed subject to be leased Tenant's right to the proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease deliver another Request for First Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application Notice following expiration of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen twelve (1512) business day month period, Landlord shall be authorized free to complete lease (or otherwise grant Superior Rights with respect to) all or any portion of the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that First Right Space to anyone to whom Landlord desires to lease the Remainder Space in question to a different tenant or to change the on any terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions of this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant hereunderdesires.

Acceptance by Tenant. Following receipt Neither Landlord nor Landlord's representatives have made any representations or promises with respect to the Business Center, Building or the Demised Premises except as herein expressly set forth. Tenant acknowledges and agrees: (a) that Tenant has been afforded ample opportunity to inspect the Demised Premises and the Building, and has investigated their condition to the extent Tenant desires to do so, including their environmental condition, and (b) that Landlord has no obligation to remodel or to make any repairs, alterations or improvements to the Demised Premises or the Building or to remediate any condition therein, except as expressly provided in the Lease. The taking of a proper Refusal Notice (and all materials required to be given in connection therewith in connection with Section 30.19.2 (collectively, “Refusal Notice Materials”), possession of the Demised Premises by Tenant shall be granted fifteen (15) business days to consider the Lease Offer contained therein. In the event conclusive evidence, as against Tenant, that Tenant accepts the same in its then "AS IS" condition and that the Demised Premises, the Building and the Business Center were in good and satisfactory condition at the time such possession was so taken subject to: (i) completion of items listed on a written punchlist mutually agreed upon by Landlord and Tenant, and (ii) latent defects in any portion of Landlord's Work reported to Landlord in writing within sixty (60) days after the Commencement Date. As Tenant's sole right and remedy, and as Landlord's sole obligation, with respect to such punchlist items and latent defects, Landlord shall, pursuant with reasonable diligence, cause such items to a written notice be completed or corrected at its own expense; Landlord shall have no responsibility, liability, duty to indemnify, defend or hold Tenant harmless from any damages, losses, claims, liabilities, awards or actions related, directly or indirectly, to such items. For purposes of acceptance this Paragraph 2.3 latent defects shall not include any defects which were readily apparent at the time the punchlist was delivered to Landlord during such fifteen (15) business day periodLandlord. Notwithstanding the foregoing, accept the Lease OfferLandlord's obligation with respect to latent defects shall not apply to equipment, the Remainder Space that is offered to be leased in the Lease Offer shall be added to the Premises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Leasematerials or items specified by Tenant, as then amended; provided, however, in the event that the space proposed to be leased to the proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen (15) business day period, but Landlord shall be authorized assign to complete Tenant Landlord's interest in any warranty from a subcontractor regarding such equipment or material after Tenant's written request for same. Landlord makes no representation or warranty regarding the proposed transaction described in Building security, and Landlord reserves the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or right to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable security system at any time and from time to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions of this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant hereundertime at Landlord's sole discretion.

Acceptance by Tenant. Following receipt Tenant agrees to accept possession of the Premises in the condition which shall exist on the Commencement Date "as is" vacant and broom clean, except, for those items of furniture, fixtures and equipment identified on Exhibit 3 attached hereto and made a proper Refusal Notice part hereof, which items Tenant has purchased from the previous tenant of the Premises pursuant to a separate agreement between Tenant and such previous tenant, and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant's occupancy except that Landlord shall cause the air cooling system serving the Premises to be in good working order on the Commencement Date and Landlord shall make available, upon Tenant's request, up to an additional 800 amperes of electricity to the point of connection to the Premises; it being agreed that all actual out-of-pocket costs and expenses incurred by Landlord in connection with making available such additional 800 amperes of electricity to the point of connection to the Premises shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord's rendition of bills therefor. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the Premises, the Building and all the air-cooling system serving the Premises were in good and satisfactory condition. If (i) any asbestos containing materials other than Excluded Materials (as herein after defined) in the Premises are required to be given in connection therewith in connection encapsulated, removed or otherwise managed as of the Commencement Date to comply with Section 30.19.2 applicable laws, or (collectively, “Refusal Notice Materials”), Tenant shall be granted fifteen (15ii) business days to consider if as a result of Tenant's Initial Alteration any asbestos-containing materials other than the Lease Offer contained therein. In the event that Tenant shall, pursuant to a written notice of acceptance delivered to Landlord during such fifteen (15) business day period, accept the Lease Offer, the Remainder Space that is offered Excluded Materials are discovered and are required to be leased in the Lease Offer shall be added encapsulated, removed or otherwise managed to the Premises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, as then amended; provided, however, in the event that the space proposed to be leased to the proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen (15) business day periodcomply with applicable laws, Landlord shall be authorized to complete encapsulate, remove or otherwise manage, at its election, same in accordance with applicable laws within a commercially reasonable time, at Landlord's expense. As used herein, the proposed transaction described term "Excluded Materials" shall mean collectively (i) vinyl asbestos tile (VAT) and similar floor coverings, (ii) asbestos-containing materials within columns or similar enclosures (but not walls or ceilings) and (iii) any asbestos-containing materials either installed in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; providedPremises, howeveror disturbed, in the event that by or on behalf of Tenant. At Tenant's request, Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable shall provide to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions an ACP-5 Form with respect to Tenant's Initial Alterations promptly following Landlord's approval of this Section 30.19 shall once again apply Tenant's Final Plans (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant hereunderdefined in Schedule B hereto).

Acceptance by Tenant. Following receipt of a proper Refusal -------------------- Notice (and all materials required to be given in connection therewith in connection with Section 30.19.2 (collectively, “"Refusal Notice Materials”"), --------------- Tenant shall be granted fifteen (15) business days to consider the Lease Offer contained therein. In the event that Tenant shall, pursuant to a written notice of acceptance delivered to Landlord during such fifteen (15) business day period, accept the Lease Offer, the Remainder Space that is offered to be leased in the Lease Offer shall be added to the Premises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, as then amended; provided, however, in the event that the space proposed to be leased to the proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen (15) business day period, Landlord shall be authorized to complete the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions of this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant hereunder.

Acceptance by Tenant. Following receipt On the Commencement Date Landlord shall deliver vacant possession of the Premises to Tenant, free and clear of all tenants and occupants, in the condition as required pursuant to the terms expressly set forth herein. Tenant acknowledges that Tenant is currently located in a proper Refusal Notice (portion of the Premises pursuant to a sublease agreement and all materials required therefore Tenant is entirely familiar and knowledgeable of the condition and state of repair of the Premises and agrees that, except as otherwise expressly set forth herein, Tenant has examined the Premises and agrees to be given accept possession of the Premises in connection therewith the condition and state of repair as which shall exist on the date hereof “AS IS”, ‘WHERE IS”. Landlord shall have no obligation whatsoever to perform any work or make any installations, alterations or improvements, or provide any material to Tenant or the Premises in connection with Section 30.19.2 (collectively, “Refusal Notice Materials”), order to prepare the Premises for Tenant’s occupancy or otherwise. The execution of this Lease by Tenant shall be granted fifteen (15) business days to consider conclusive evidence as against Tenant that, at the Lease Offer contained therein. In the event that Tenant shall, pursuant to a written notice of acceptance delivered to Landlord during time such fifteen (15) business day period, accept the Lease Offerpossession was so taken, the Remainder Space that is offered Premises and the Building were in good and satisfactory condition to be leased the complete satisfaction of Tenant. Notwithstanding the foregoing or anything in this Lease to the Lease Offer contrary, Landlord shall be added to deliver the Premises on the Commencement Date with all of Building systems, including without limitation, the primary economic terms stated in HVAC, electrical, plumbing and mechanical systems servicing the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, as then amended; provided, howeverBuilding, in the event that the space proposed to be leased to the proposed tenant in the proposed transaction covers more good working order and shall have a useful life of not less than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen sixty-seven (1567) business day period, Landlord shall be authorized to complete the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions of this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant hereundermonths.

Acceptance by Tenant. Following receipt Neither Landlord nor Landlord's representatives have made any representations or promises with respect to the Project, Building or the Premises except as herein expressly set forth. Tenant acknowledges and agrees: (a) that Tenant has been afforded ample opportunity to inspect the Premises and the Building, and has investigated their condition to the extent Tenant desires to do so, including their environmental condition, and (b) that Landlord has no obligation to remodel or to make any repairs, alterations or improvements to the Premises or the Building or remediate any condition therein, except as expressly provided in the Lease. The taking of a proper Refusal Notice (and all materials required to be given in connection therewith in connection with Section 30.19.2 (collectively, “Refusal Notice Materials”), possession of the Premises by Tenant shall be granted fifteen (15) business days to consider the Lease Offer contained therein. In the event conclusive evidence, as against Tenant, that Tenant accepts the same in its then existing condition and that the Premises, the Building and the Project were in good and satisfactory condition at the time such possession was so taken subject to: (i) completion of a written punchlist mutually agreed upon by Landlord and Tenant, and (ii) latent defects in any portion of Landlord's Work or the Premises reported to Landlord in writing within one hundred eighty (180) days after the Commencement Date. As Tenant's sole right and remedy, and as Landlord's sole obligation, with respect to such punchlist items and latent defects, Landlord shall, pursuant with reasonable diligence, cause such items to a written notice be completed or corrected at its own expense; Landlord shall have no responsibility, liability, duty to indemnify, defend or hold Tenant harmless from any damages, losses, claims, liabilities, awards or actions related, directly or indirectly, to such items. For purposes of acceptance this Section 2.3 latent defects shall not include any defects which were readily apparent at the time the punchlist was delivered to Landlord. Notwithstanding the foregoing, Landlord's obligation with respect to latent defects shall not apply to equipment, materials or items specified by Tenant, but Landlord during shall assign to Tenant Landlord's interest in any warranty from a subcontractor regarding such fifteen (15) business day period, accept the Lease Offer, the Remainder Space that is offered equipment or material after Tenant's written request for same. Landlord shall cooperate with Tenant to be leased in the Lease Offer shall be added enforce all warranties with respect to the Premises on all of the primary economic terms stated in the Lease Offer and otherwise on all of the terms and conditions set forth in this Lease, as then amended; provided, however, in the event that the space proposed to be leased to the proposed tenant in the proposed transaction covers more than the Remainder Space, the Lease Offer shall be deemed to cover only the Remainder Space and the primary economic terms relating thereto shall be a reasonable and equitable allocation and application of the terms of the proposed transaction to the Remainder Space. In the event that the Lease Offer is not so accepted by Tenant within such fifteen (15) business day period, Landlord shall be authorized to complete the proposed transaction described in the Refusal Notice with the proposed tenant described therein within one hundred twenty (120) days thereafter; provided, however, in the event that Landlord desires to lease the Remainder Space in question to a different tenant or to change the terms of the lease where the overall economic terms described in the Lease Offer are more favorable to Tenant by five percent (5%) or more, or otherwise does not duly execute and consummate the proposed lease within such one hundred twenty (120) day period, the provisions of this Section 30.19 shall once again apply (as if no Refusal Notice had been previously given) and Landlord shall be required to deliver a new Refusal Notice to Tenant which would reduce Tenant's maintenance obligations hereunder.