Common use of Acceptance by Tenant Clause in Contracts

Acceptance by Tenant. 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 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 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 encapsulated, removed or otherwise managed as of the Commencement Date to comply with applicable laws, or (ii) if as a result of Tenant's Initial Alteration any asbestos-containing materials other than the Excluded Materials are discovered and are required to be encapsulated, removed or otherwise managed to comply with applicable laws, Landlord shall 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 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 Premises, or disturbed, by or on behalf of Tenant. At Tenant's request, Landlord shall provide to Tenant an ACP-5 Form with respect to Tenant's Initial Alterations promptly following Landlord's approval of Tenant's Final Plans (as defined 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 agrees shall be granted fifteen (15) business days to accept possession of consider the Premises in Lease Offer contained therein. In the condition which shall exist on the Commencement Date "as is" vacant and broom cleanevent that Tenant shall, except, for those items of furniture, fixtures and equipment identified on Exhibit 3 attached hereto and made a part hereof, which items Tenant has purchased from the previous tenant of the Premises pursuant to a separate agreement between 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 and within such previous tenantfifteen (15) business day period, and further agrees 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 have once again apply (as if 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 Refusal Notice had been previously given) 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 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 encapsulated, removed or otherwise managed as of the Commencement Date to comply with applicable laws, or (ii) if as deliver a result of Tenant's Initial Alteration any asbestos-containing materials other than the Excluded Materials are discovered and are required to be encapsulated, removed or otherwise managed to comply with applicable laws, Landlord shall 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 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 Premises, or disturbed, by or on behalf of Tenant. At Tenant's request, Landlord shall provide new Refusal Notice to Tenant an ACP-5 Form with respect to Tenant's Initial Alterations promptly following Landlord's approval of Tenant's Final Plans (as defined in Schedule B hereto)hereunder.

Acceptance by Tenant. Tenant agrees shall have the right, exercisable only by delivery of a written notice (a “Tenant's Acceptance Notice”) to accept possession 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 Premises Lease, and Tenant elects in writing to exercise such extension option with respect to the condition entire then existing Premises, in which case, the Term shall exist on be extended by the Commencement Date "as is" vacant applicable Renewal Term and broom clean, except, for those items of furniture, fixtures the Current Market Rate (and equipment identified on Exhibit 3 attached hereto and made a part hereof, which items Tenant has purchased from the previous tenant Monthly Base Rent) payable during such Renewal Term shall be determined in connection with the determination of the Premises pursuant Current Market Rate (and ROFO Rent) with respect to a separate agreement between the applicable Leased First Right Space. If Tenant and such previous tenantdoes not deliver Tenant’s Acceptance Notice to Landlord within ten (10) business days after Landlord’s delivery of any First Offer Notice, and further agrees that Landlord time being of the essence, then Tenant shall have no obligation right under this Schedule to perform lease any work or make any installations in order portion of the 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 subject to prepare the Premises for Tenant's occupancy except that Landlord shall cause the air cooling system serving the Premises right 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 deliver another Request for First Offer Notice following expiration 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 the air-cooling system serving the Premises were in good and satisfactory condition. If twelve (i12) any asbestos containing materials other than Excluded Materials (as herein after defined) in the Premises are required to be encapsulated, removed or otherwise managed as of the Commencement Date to comply with applicable laws, or (ii) if as a result of Tenant's Initial Alteration any asbestos-containing materials other than the Excluded Materials are discovered and are required to be encapsulated, removed or otherwise managed to comply with applicable lawsmonth period, Landlord shall encapsulate, remove be free to lease (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 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 Premises, or disturbed, by or on behalf of Tenant. At Tenant's request, Landlord shall provide to Tenant an ACP-5 Form grant Superior Rights with respect to) all or any portion of the First Right Space to Tenant's Initial Alterations promptly following Landlord's approval of Tenant's Final Plans (as defined in Schedule B hereto)anyone to whom Landlord desires on any terms Landlord desires.

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 agrees shall be granted fifteen (15) business days to accept possession of consider the Premises in Lease Offer contained therein. In the condition which shall exist on the Commencement Date "as is" vacant and broom cleanevent that Tenant shall, except, for those items of furniture, fixtures and equipment identified on Exhibit 3 attached hereto and made a part hereof, which items Tenant has purchased from the previous tenant of the Premises pursuant to a separate agreement between 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 and within such previous tenantfifteen (15) business day period, and further agrees 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 have once again apply (as if 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 Refusal Notice had been previously given) 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 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 encapsulated, removed or otherwise managed as of the Commencement Date to comply with applicable laws, or (ii) if as deliver a result of Tenant's Initial Alteration any asbestos-containing materials other than the Excluded Materials are discovered and are required to be encapsulated, removed or otherwise managed to comply with applicable laws, Landlord shall 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 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 Premises, or disturbed, by or on behalf of Tenant. At Tenant's request, Landlord shall provide new Refusal Notice to Tenant an ACP-5 Form with respect to Tenant's Initial Alterations promptly following Landlord's approval of Tenant's Final Plans (as defined in Schedule B hereto)hereunder.

Acceptance by Tenant. 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 agrees to accept possession of the Premises in the condition which shall exist on the Commencement Date "as is" vacant acknowledges and broom clean, except, for those items of furniture, fixtures and equipment identified on Exhibit 3 attached hereto and made a part hereof, which items agrees: (a) that Tenant has purchased from been afforded ample opportunity to inspect the previous tenant of Demised Premises and the Premises pursuant to a separate agreement between Tenant and such previous tenantBuilding, and further agrees has investigated their condition to the extent Tenant desires to do so, including their environmental condition, and (b) that Landlord shall have has no obligation to perform any work remodel or to 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 availablerepairs, upon Tenant's request, up to an additional 800 amperes of electricity alterations or improvements to the point of connection Demised Premises or the Building or to remediate any condition therein, except as expressly provided in 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 thereforLease. The taking of possession of the Demised Premises by Tenant shall be conclusive evidence evidence, as against Tenant, that Tenant thataccepts 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, the Premises, the Building and the air-cooling system serving the Premises were in good and satisfactory condition. If taken subject to: (i) any asbestos containing materials other than Excluded Materials (as herein after defined) in the Premises are required to be encapsulatedcompletion of items listed on a written punchlist mutually agreed upon by Landlord and Tenant, removed or otherwise managed as of the Commencement Date to comply with applicable laws, or and (ii) if as a result 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 Initial Alteration any asbestos-containing materials other than the Excluded Materials are discovered sole right and are required remedy, and as Landlord's sole obligation, with respect to such punchlist items and latent defects, Landlord shall, with reasonable diligence, cause such items to be encapsulated, removed completed or otherwise managed to comply with applicable laws, corrected at its own expense; Landlord shall encapsulatehave no responsibility, remove liability, duty to indemnify, defend or otherwise managehold Tenant harmless from any damages, losses, claims, liabilities, awards or actions related, directly or indirectly, to such items. For purposes of this Paragraph 2.3 latent defects shall not include any defects which were readily apparent at its electionthe time the punchlist was delivered to Landlord. Notwithstanding the foregoing, same Landlord's obligation with respect to latent defects shall not apply to equipment, materials or items specified by Tenant, but Landlord shall assign to Tenant Landlord's interest in accordance with applicable laws within any warranty from a commercially reasonable timesubcontractor regarding such equipment or material after Tenant's written request for same. Landlord makes no representation or warranty regarding the Building security, and Landlord reserves the right to change the security system at any time and from time to time at Landlord's expense. As used herein, the 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 Premises, or disturbed, by or on behalf of Tenant. At Tenant's request, Landlord shall provide to Tenant an ACP-5 Form with respect to Tenant's Initial Alterations promptly following Landlord's approval of Tenant's Final Plans (as defined in Schedule B hereto)sole discretion.