Common use of Acceptance of Leased Premises Clause in Contracts

Acceptance of Leased Premises. On or before the Possession Date, Tenant and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution of the Letter Agreement or occupancy of the Leased Premises, Tenant shall be deemed to represent and certify that it has examined the Leased Premises and that it thereby accepts the Leased Premises in its condition at the time, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in the Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a).

Acceptance of Leased Premises. On or before Tenant acknowledges that: (a) it has been advised by Landlord, Landlord’s Broker and Tenant’s Broker, if any, to satisfy itself with respect to the Possession Date, Tenant and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution condition of the Letter Agreement or Leased Premises (including, without limitation, the HVAC, electrical, plumbing and other mechanical installations, fire sprinkler systems, security, environmental aspects, and compliance with applicable laws, ordinances, rules and regulations) and the present and future suitability of the Leased Premises for Tenant’s intended use; (b) Tenant has made such inspection and investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Xxxxxx’s occupancy of the Leased PremisesPremises and the Term of this Lease; and (c) neither Landlord nor Landlord’s Broker nor any of Landlord’s agents has made any oral or written representations or warranties with respect to the condition, suitability or fitness of the Leased Premises other than as may be specifically set forth in this Lease. Tenant accepts the Leased Premises in its AS IS condition existing on the date Tenant executes this Lease, subject to all matters of record and applicable laws, ordinances, rules and regulations. Tenant acknowledges that neither Landlord nor Landlord’s Broker nor any of Landlord’s agents has agreed to undertake any alterations or additions or to perform any maintenance or repair of the Leased Premises except for the routine maintenance and janitorial work specified herein and except as may be expressly set forth in Exhibit B. If Landlord, for any reason whatsoever, cannot deliver possession of the Leased Premises to Tenant on the estimated commencement date in the condition specified in this Section 2.2, Landlord shall neither be subject to any liability nor shall the validity of this Lease be affected; provided, the Term and the obligation to pay Gross Rent shall commence on the date possession is actually tendered to Tenant (which date shall become the Term Commencement Date) and the Term Expiration Date shall be extended commensurately. If the Term Commencement Date and/or the Term Expiration Date is other than the Term Commencement Date and Term Expiration Date specified in the Basic Lease Information or is not set forth in the Basic Lease Information, the parties shall execute that certain Confirmation of Term of Lease, substantially in the form of Exhibit C hereto specifying the actual Term Commencement Date, Term Expiration Date and the date on which Tenant is to commence paying Rent. Tenant shall execute and return such Confirmation of Term of Lease to Landlord within fifteen (15) days after Xxxxxx’s receipt thereof. If Xxxxxx fails to execute and return (or reasonably object in writing to) the Confirmation of Term of Lease within fifteen (15) days after receiving it, Tenant shall be deemed to represent have executed and certify that returned it has examined the Leased Premises and that it thereby accepts the Leased Premises in its condition at the time, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in the Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)without exception.

Acceptance of Leased Premises. On or before LANDLORD will be deemed to have delivered possession of the Possession Leased Premises to TENANT on the Commencement Date, Tenant and Landlord shall each execute the letter agreement as it may be adjusted by mutual agreement. LANDLORD will construct or install in the form Leased Premises the improvements to be constructed or installed by LANDLORD according to the Tenant Improvement Diagram, if any. If no Tenant Improvement Diagram is attached hereto as Exhibit E (the “Letter Agreement”). By its execution to this LEASE, it will be deemed that LANDLORD delivered to TENANT possession of the Letter Agreement Leased Premises as is,” in its then present condition on the Commencement Date. TENANT acknowledges that neither LANDLORD nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Leased Premises for the conduct of TENANT’s business or for any other purpose, nor has LANDLORD or its agents or employees agreed to undertake any alterations or construct any TENANT improvements to the Leased Premises except as expressly provided in this LEASE and the Tenant Improvement Diagram. TENANT hereby acknowledges: (i) that TENANT has been advised to satisfy itself with respect to all aspects of the nature, extent, appropriateness and condition of the Leased Premises (including but not limited to the electrical and fire systems, security, environmental aspects, seismic and earthquake requirements, and in compliance with all Applicable Requirements (as that term is defined herein below) and the present and future suitability of the Leased Premises for TENANT’S intended or contemplated uses; (b) that TENANT has consulted with such professionals and made such investigation as TENANT and/or its independent advisors have deemed to be necessary or appropriate with respect to such matters, that TENANT is satisfied with respect thereto, and that TENANT assumes all responsibility therefore as the same relate to TENANT’s occupancy of the Leased Premises and/or the terms of the LEASE; and (c) that neither LANDLORD, nor any of LANDLORD’s employees, attorneys, agents or representatives, has made any oral or written representations or warranties with respect to said matters or to the Leased Premises, Tenant shall be deemed to represent and certify that it has examined the Leased Premises and that it thereby accepts the Leased Premises in its condition at the time, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations extent that is otherwise expressly set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in the Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)LEASE.

Acceptance of Leased Premises. On or before the Possession Date, Tenant and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution of the Letter Agreement or occupancy of acknowledges that it has thoroughly inspected the Leased Premises, and Tenant shall be deemed to represent and certify that it has examined the Leased Premises and that it thereby hereby accepts the Leased Premises in its their as-is condition at with all faults as existing as of the timedate hereof (excepting latent defects as provided for in Exhibit E). Landlord makes no warranties or representations whatsoever as to the fitness of the Leased Premises for a particular purpose. Notwithstanding anything in this Lease to the contrary, Landlord, as of the Term Commencement Date, agrees to deliver all mechanical, electrical (including lighting), and plumbing systems servicing the Leased Premises in good working order and condition. Landlord agrees to perform Landlord’s Work (as hereinafter defined) and, except for any Tenant’s Work (as hereinafter defined) therein, deliver the list of defects and/or omissions identified in writing prior Leased Premises, Corridor, Lobby, Loading Area, Access Drive, Employee Parking, as well as the sidewalks and steps located at the front entrance to the Possession Date (the “Punch-List”) and latent defects, but subjectLobby, in compliance with all casesapplicable laws, rules, codes, ordinances, and regulations, including, without limitation, all Environmental Laws and the Americans with Disabilities Act. Landlord agrees to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet perform certain improvements in the Leased Premises pursuant to establish the Punch-List. Landlord shall review the Punch-List items with Tenant terms and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt conditions of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long Work Letter attached as Landlord commences correction Exhibit E hereto with the scope of such Punchimprovements being identified on the Scope of Landlord’s Work document attached to this Lease as Exhibit E-1 (the “Scope of Work”) with such improvements described therein being hereinafter referred to as the “Landlord’s Work”. Except to the extent non-List items within such thirty compliance is due to any alterations, additions, or improvements made to the Leased Premises by or on behalf of Tenant (30excluding Landlord’s Work) day period and diligently pursues such correction to completionor breach of this Lease by Tenant, no default by during the Term of this Lease, Landlord shall be deemed responsible, at its sole cost and expense, to have occurredensure that the Building, Property, and all Common Areas and entries are in compliance with all applicable laws, rules, codes, ordinances, and regulations. Punch-List items Except as otherwise provided herein, Landlord shall be responsible for completion taking longer than six compliance (6including, but not limited to, any grandfathered principles therein) months with future laws, rules, codes, ordinances, and regulations, including, without limitation, all Environmental Laws and the Americans with Disabilities Act, provided, however, the costs for such compliance shall be included in Operating Expenses to complete (and the extent not otherwise the result of Force Majeureprohibited under terms, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design provisions and workmanship, as provided conditions elsewhere in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)this Lease.

Acceptance of Leased Premises. On or before Tenant owned the Possession Date, Tenant land and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution of the Letter Agreement or occupancy of the Leased Premises, Tenant shall be deemed to represent and certify improvements that it has examined now exist on the Leased Premises and that it thereby accepts which were constructed pursuant to plans and specifications approved by Tenant and with architects and contractors approved by Tenant. Tenant therefore is familiar with and has accepted and approved the design of the improvements and condition of the Leased Premises and the terms of the Permitted Exceptions as of the Effective Date. Pursuant to the Construction Agreement, the Expansion and other improvements to the Leased Premises constructed and/or installed by Landlord will be constructed or installed pursuant to plans and specifications approved by Tenant and with architects and contractors approved by Tenant, and Tenant and will be presumed as of the Initial Term Commencement Date to have accepted the Leased Premises in its their then existing condition at the time, except for the list of defects and/or omissions identified in writing prior subject to the Possession Date (terms of the “Punch-List”) and latent defectsPermitted Exceptions. To the maximum extent permitted by law, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the Tenant waives any implied or statutory warranty of suitability or fitness for a particular purpose related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in for the Leased Premises and Tenant acknowledges that it has accepted the Leased Premises “as is,” in its current condition, with no representations, warranties or covenants, express or implied, on the part of the Landlord with respect to establish the Punch-Listcondition of the same or the suitability of the Leased Premises for Tenant’s intended use. Landlord shall review have no responsibility or liability for the Punch-List items design, construction or condition of Leased Premises and makes no warranties with Tenant respect thereto, and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items canLandlord shall not be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction required to make any repairs or replacements of such Punch-List items within such thirty (30) day period and diligently pursues such correction any kind whatsoever or to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise perform any maintenance whatsoever during the result term of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreementthis Lease. Tenant shall reasonably cooperate with acknowledges that Landlord has no contractor and supplier warranties in providing required information as needed for its possession. Upon request, Landlord will transfer contract and supplier warranties previously transferred by Tenant to Landlord to pursue vendor Tenant for the Term of this Lease which transferred warranties on a timely basis, as requested in writing by Landlord. shall revert back to Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)upon termination of this Lease.

Acceptance of Leased Premises. On or before LANDLORD will be deemed to have delivered possession of the Possession Leased Premises to TENANT on the Commencement Date, Tenant and Landlord shall each execute the letter agreement as it may be adjusted by mutual agreement. LANDLORD will construct or install in the form Leased Premises the improvements to be constructed or installed by LANDLORD according to the Tenant Improvement Diagram, if any. If no Tenant Improvement Diagram is attached hereto as Exhibit E (the “Letter Agreement”). By its execution to this LEASE, it will be deemed that LANDLORD delivered to TENANT possession of the Letter Agreement Leased Premises “as is,” in its then present condition on the Commencement Date. TENANT acknowledges that neither LANDLORD nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Leased Premises for the conduct of TENANT’s business or for any other purpose, nor has LANDLORD or its agents or employees agreed to undertake any alterations or construct any TENANT improvements to the Leased Premises except as expressly provided in this LEASE and the Tenant Improvement Diagram. TENANT hereby acknowledges: (i) that TENANT has been advised to satisfy itself with respect to all aspects of the nature, extent, appropriateness and condition of the Leased Premises (including but not limited to the electrical and fire systems, security, environmental aspects, seismic and earthquake requirements, and in compliance with all Applicable Requirements (as that term is defined hereinbelow) and the present and future suitability of the Leased Premises for TENANT’s intended or contemplated uses; (b) that TENANT has consulted with such professionals and made such investigation as TENANT and/or its independent advisors have deemed to be necessary or appropriate with respect to such matters, that TENANT is satisfied with respect thereto, and that TENANT assumes all responsibility therefore as the same relate to TENANT’s occupancy of the Leased Premises and/or the terms of the LEASE; and (c) that neither LANDLORD, nor any of LANDLORD’s employees, attorneys, agents or representatives, has made any oral or written representations or warranties with respect to said matters or to the Leased Premises, Tenant shall be deemed to represent and certify that it has examined the Leased Premises and that it thereby accepts the Leased Premises in its condition at the time, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations extent that is otherwise expressly set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in the Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)LEASE.

Acceptance of Leased Premises. On or before The taking of possession of the Possession DateLeased Premises by Tenant at the Commencement Date shall be conclusive evidence as against the Tenant that Tenant accepts the same "as is" and that the Leased Premises and the Building were in good and satisfactory condition for the use intended at the time such possession was taken except for latent defects and any punch list items, Tenant and Landlord shall each execute to the letter agreement extent otherwise noted by Tenant, in the form attached hereto as Exhibit E (acceptance of Leased Premises executed by Tenant at that time. Neither Landlord nor Landlord's agents have made any representations or promises with respect to the “Letter Agreement”). By its execution physical condition of the Letter Agreement Building or occupancy the Leased Premises, the rents, leases, expenses of operation, or any other matter or thing affecting or relating to the Leased Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant will inspect the Leased Premises and sign an Acceptance of Leased Premises on the Commencement Date and be thoroughly acquainted with the condition of the Leased Premises. Unless expressly stated herein to the contrary, Tenant shall be deemed Landlord has no obligation to represent and certify that it has examined repair, improve, or add to the Leased Premises prior to Tenant's occupancy thereof and that it thereby accepts Tenant shall, at its sole cost and expenses and in compliance with the provision of paragraph 10(B) hereof, be responsible for any changes, alterations, repairs, or decorations to the Leased Premises in its condition at the time, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and its occupancy thereof. Notwithstanding anything to the warranty related contrary herein, provided the Landlord has substantially completed to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession DateTenant's reasonable satisfaction, the parties shall meet in the Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant's Improvements contemplated by Section 6 of this Lease, Tenant agrees and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord acknowledges that it shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and accepted the Leased Premises on December I, 2000, if Tenant has not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)taken possession sooner.

Acceptance of Leased Premises. On or before After the Possession Date, Tenant has received notice from the Landlord that the Leased Premises have been completed to the extent that the Tenant may inspect the Leased Premises and may notify the Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution of the Letter Agreement or occupancy writing prior to taking possession of the Leased PremisesPremises of any defects or faults in the Landlord's work. Unless such notice is received prior to taking possession, the Tenant shall be deemed to represent have accepted the Landlord's Work and certify that it has examined the Leased Premises and that it thereby accepts the Leased Premises in its condition at all respects and the timeLandlord shall have no further responsibility with respect to any defects or faults in the construction thereof. If the Tenant notifies the Landlord of any defects or faults, except for and such defects or faults substantially interfere with the list carrying on of the Tenant's business, then the Tenant shall not enter the Leased Premises, and the commencement of the Term shall be postponed until such defects and/or omissions identified in writing prior or faults have been corrected to the Possession Date (extent that they no longer substantially or materially interfere with the “Punch-List”) carrying on of the Tenant's business. If the Landlord and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and Tenant cannot agree on any matter relating to the warranty related existence or nature of any alleged defect or fault, or the correction thereof, within three (3) business days after the delivery of the Tenant's notice referred to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Dateabove, the parties question shall meet in be resolved by the Leased Premises to establish written decision of the Punch-ListLandlord's architect or professional engineer, whose decision shall be final and binding on the Landlord and the Tenant. If any such defects or faults are matters which do not substantially interfere with the carrying on of the Tenant's business, the commencement of the Term shall not be postponed and the Landlord shall review the Punch-List items with Tenant and be obligated to correct all undisputed Punch- List items such defects within a reasonable time, not to exceed thirty (30) days after receipt . Commencement of business on the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord Leased Premises shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise conclusive evidence that the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a).has accepted the

Acceptance of Leased Premises. On or before the Possession Date, Tenant and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution of the Letter Agreement or occupancy of the Leased Premises, Tenant shall be deemed to represent and certify acknowledges that it has examined been given the opportunity to inspect the Leased Premises and that it thereby to have qualified experts inspect all aspects of the Leased Premises before signing this Lease. Tenant hereby accepts the Leased Premises in its “AS-IS” undeveloped condition at as of the timeDelivery Date provided that Landlord’s Work has been completed. For the avoidance of doubt, Xxxxxx accepts the HVAC system in its “AS-IS’ condition and any additions or improvements to the HVAC system shall be the sole responsibility of Tenant. Landlord and Tenant expressly acknowledge and agree, as a material part of the consideration for Landlord entering into this Lease with Tenant, that (a) Landlord has made no representations or warranties to Tenant as to the condition of the Leased Premises, either express or implied, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations as specifically set forth in this Lease Lease, (b) Landlord and Tenant expressly disclaim any implied warranty as to the warranty related habitability, fitness or suitability of the Leased Premises for Tenant’s use or for any other particular purpose, (c) that the Leased Premises are free from toxic or hazardous substances, (d) Tenant’s obligation to pay Rent hereunder is not dependent upon the condition of the Leased Premises or the performance by Landlord of its obligations hereunder, and (e) Tenant Improvementswill continue to pay the Rent provided for herein without abatement, as set off or deduction, unless otherwise specifically provided in for herein, notwithstanding any breach by Landlord of its duties or obligations hereunder, express or implied. Any entry onto or use of the Work Letter Agreement. After the notice provided in Section 3.03 and Leased Premises by Tenant prior to the Possession DateCommencement Date shall be governed by all of the terms and provisions of this Lease, the parties shall meet in the except those requiring payment of Rent. The Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items constructed in accordance with Exhibit C-1 and Exhibit C-2 attached hereto and incorporated by reference herein for completion taking longer than six (6) months to complete (all purposes and not otherwise the result descriptions of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design Landlord’s Work and workmanship, as provided in more detail in the Tenant’s Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)contained therein.

Acceptance of Leased Premises. On or before the Possession Date, Upon delivery by Landlord to Tenant and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution of the Letter Agreement or occupancy of the Leased Premises, Tenant shall will be deemed to represent have accepted the Leased Premises. However, Landlord will remain responsible for the completion of those "punchlist" items, if any, to which Landlord and certify that it has examined Tenant have agreed in writing within fifteen (15) days after the Leased Premises and that it thereby accepts are substantially Insert X to Section II.A. (Lease Term) of Genvec Lease Notwithstanding anything in this Lease or the Tenant Improvements Construction Agreement to the contrary, if the failure to deliver the Leased Premises in substantially complete condition by December 17, 1999 (as such date may be extended in accordance with the Tenant Improvements Construction Agreement) is solely and directly as a result of matters within Landlord's reasonable control (a "Landlord Delay"), then, for each day beyond December 17, 1999 (or such date to which the substantial completion date on Exhibit D-3 may be extended) during which such completion is delayed as a result of a Landlord Delay, Tenant shall be entitled to a day-for-day abatement of the Basic Annual Rent and Common Area Expenses (the "Landlord Delay Abatement"). The foregoing shall not affect Tenant's obligation to commence its condition rental payments on November 1, 1999, it being the intention of the parties that the Landlord Delay Abatement shall be applied, if at the timeall, except for the list of defects and/or omissions identified in writing prior to the Possession Date (the “Punch-List”) and latent defects, but subject, in all cases, first rental payments to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in come due after substantial completion of the Leased Premises to establish the Punch-Listhas occurred. Landlord shall review the Punch-List items with Initials: /s/ Signature Illegible Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a).Initials: /s/ Signature Illegible

Acceptance of Leased Premises. On or before Tenant acknowledges that: (a) it has been advised by Landlord, Landlord's Broker and Tenant's Broker, if any, to satisfy itself with respect to the Possession Date, Tenant present and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution future suitability of the Letter Agreement or Leased Premises for Tenant's intended use; (b) Tenant has made such inspection and investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Tenant's occupancy of the Leased PremisesPremises and the term of this Lease; and (c) neither Landlord nor Landlord's Broker nor any of Landlord's agents has made any oral or written representations or warranties with respect to the condition, Tenant shall be deemed to represent and certify that it has examined suitability or fitness of the Leased Premises and that it thereby other than as may be specifically set forth in this Lease. Except as specifically otherwise set forth in this Lease, Tenant accepts the Leased Premises in its AS IS condition at existing on the timedate Tenant executes this Lease, subject to all matters of record and applicable laws, ordinances, rules and regulations. Tenant acknowledges that neither Landlord nor Landlord's Broker nor any of Landlord's agents has agreed to undertake any alterations or additions or to perform any maintenance or repair of the Leased Premises except for the list of defects and/or omissions identified routine maintenance and janitorial work specified herein and except as may be expressly set forth in writing EXHIBIT B. Notwithstanding the --------- foregoing and anything to the contrary in this Lease, (i) with respect to the Existing Premises only, prior to the Possession Term Commencement Date (of the “Punch-List”) Existing Premises, Landlord shall complete the Landlord's Work and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the warranty related to Substantially Complete the Tenant Improvements, all in accordance with the provisions of EXHIBIT B, and --------- (ii) with respect to the Existing Premises only, Landlord warrants that (A) for a period of one (1) year from the date of Substantial Completion of each component of the Tenant Improvements and the Landlord Improvements, each such component shall remain in good condition and repair and free of defects, and (B) as provided of the applicable Term Commencement Date, the roof and all other portions of the Existing Premises and the roof and all other structural portions of the Expansion Premises shall be in good condition and working order and free of defects. In the Work Letter Agreementevent that it is determined that the foregoing warranty has been violated, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. After Tenant's failure to give written notice to Landlord of patent defects within one hundred eighty (180) days after the notice provided in Section 3.03 and applicable Term Commencement Date shall cause the conclusive presumption that Landlord has complied with all of Landlord's obligations hereunder (except that Landlord shall remain obligated to correct any latent defects). Notwithstanding the foregoing, the cost of the Tenant Improvements for the Existing Premises shall include the cost incurred within the Existing Premises, prior to the Possession DateTerm Commencement Date of the Existing Premises, of causing the parties shall meet in Tenant Improvements for the Leased Existing Premises to establish be constructed in accordance with the Punch-List. Landlord shall review the Punch-List items with Tenant terms of this Lease including applicable government rules and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)regulations.

Acceptance of Leased Premises. On or before Upon Substantial Completion of the Possession DateLeased Premises, and prior to Tenant's occupancy thereof, Tenant and shall deliver to Landlord shall each execute the a letter agreement in the form attached hereto as Exhibit E C (the “"Letter Agreement”"). By its execution of the Letter Agreement or and occupancy of the Leased Premises, Tenant shall be deemed to represent and certify that it has examined the Leased Premises and that it thereby accepts the Leased Premises in its condition at the time, except for subject to latent defects which could not be reasonably observed by a professional inspection of the list of defects and/or omissions identified Leased Premises, Punch List Items (as that term is defined in writing prior to the Possession Date (Workletter Agreement) set forth in the “Punch-List”) Letter Agreement, and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement 's obligations set forth in this Lease and to the warranty related to the Tenant Improvements, as provided in the Work Letter Agreement. After the notice provided in Section 3.03 and prior to the Possession Date, the parties shall meet in the Leased Premises to establish the Punch-List6.6. Landlord shall review the Punch-Punch List items Items with Tenant and correct all undisputed Punch- Punch List items Items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- ListLetter Agreement; provided that, if any Punch-Punch List items Item cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-Punch List items Item within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. PunchExcept as expressly provided above, Tenant, by occupying the Leased Premises, is accepting the same in its "as-List items for completion taking longer than six (6) months to complete (and not otherwise the result is" condition, without warranties of Force Majeureany type, Tenant Delay, expressed or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall be subject to a two (2) year warranty, from the Possession Date, with regard to materials, design and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)implied.

Acceptance of Leased Premises. On or before Tenant acknowledges that: (a) it has been advised by Landlord, Landlord's Broker and Xxxxxx's Broker, if any, to satisfy itself with respect to the Possession Date, Tenant present and Landlord shall each execute the letter agreement in the form attached hereto as Exhibit E (the “Letter Agreement”). By its execution future suitability of the Letter Agreement or Leased Premises for Tenant's intended use; (b) Tenant has made such inspection and investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Xxxxxx's occupancy of the Leased PremisesPremises and the term of this Lease; and (c) neither Landlord nor Landlord's Broker nor any of Landlord's agents has made any oral or written representations or warranties with respect to the condition, Tenant shall be deemed to represent and certify that it has examined suitability or fitness of the Leased Premises and that it thereby other than as may be specifically set forth in this Lease. Except as specifically otherwise set forth in this Lease, Tenant accepts the Leased Premises in its AS IS condition at existing on the timedate Tenant executes this Lease, subject to all matters of record and applicable laws, ordinances, rules and regulations. Tenant acknowledges that neither Landlord nor Landlord's Broker nor any of Landlord's agents has agreed to undertake any alterations or additions or to perform any maintenance or repair of the Leased Premises except for the list of defects and/or omissions identified routine maintenance and janitorial work specified herein and except as may be expressly set forth in writing Exhibit B. Notwithstanding the --------- foregoing and anything to the contrary in this Lease, (i) prior to the Possession Date (Term Commencement Date, Landlord shall complete the “Punch-List”) Landlord's Work and latent defects, but subject, in all cases, to Landlord’s repair, maintenance and replacement obligations set forth in this Lease and to the warranty related to Substantially Complete the Tenant Improvements, all in accordance with the provisions of Exhibit B, and (ii) Landlord warrants that (A) for a period of one (1) year from --------- the date of Substantial Completion of each component of the Tenant Improvements and the Landlord Improvements, each such component shall remain in good condition and repair and free of defects, and (B) as provided of the Term Commencement Date, the roof and all other portions of the Leased Premises shall be in good condition and working order and free of defects. In the Work Letter Agreementevent that it is determined that the foregoing warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. After Xxxxxx's failure to give written notice to Lessor of patent defects within one hundred eighty (180) days after the notice provided in Section 3.03 and Term Commencement Date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder (except that Lessor shall remain obligated to correct any latent defects). Notwithstanding the foregoing, the cost of the Tenant Improvements shall include the cost incurred within the Leased Premises, prior to the Possession Term Commencement Date, of causing the parties shall meet in the Leased Premises to establish the Punch-List. Landlord shall review the Punch-List items with Tenant and correct all undisputed Punch- List items within a reasonable time, not to exceed thirty (30) days after receipt of the Punch- List; provided that, if any Punch-List items cannot be corrected within such thirty (30) day period despite reasonable diligence by Landlord, then, so long as Landlord commences correction of such Punch-List items within such thirty (30) day period and diligently pursues such correction to completion, no default by Landlord shall be deemed to have occurred. Punch-List items for completion taking longer than six (6) months to complete (and not otherwise the result of Force Majeure, Tenant Delay, or the COVID-19 Condition) shall trigger a day for day prorated Minimum Monthly Rent abatement. The Tenant Improvements shall to be subject to a two (2) year warranty, from constructed in accordance with the Possession Date, with regard to materials, design terms of this Lease including applicable government rules and workmanship, as provided in more detail in the Work Letter Agreement. Tenant shall reasonably cooperate with Landlord in providing required information as needed for Landlord to pursue vendor warranties on a timely basis, as requested in writing by Landlord. Landlord will pursue any valid warranty claims against its contractor beyond the two (2) year warranty provided that any expenses incurred and/or any recovery obtained shall be treated as either additional Operating Costs or an offset to Operating Costs under Section 5.03(a)regulations.