Common use of Condition of Subleased Premises Clause in Contracts

Condition of Subleased Premises. (a) Sublandlord shall deliver the Subleased Premises to Subtenant in broom clean condition, free and clear of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancy.

Condition of Subleased Premises. (a) Sublandlord shall deliver 10.1 Subtenant has examined the Subleased Premises to Subtenant in broom clean conditionPremises, free and clear is aware of all tenants and occupantsthe physical condition thereof, and free of all of Sublandlord’s property, except agrees to take the Existing Furniture (the “Delivery Condition”), and otherwise “same "AS IS” ," (unless otherwise provided in Section 7 herein) with all faults the [***] Confidential portions of this document have been redacted and without any filed separately with the Commission. understanding that there shall be no obligation on the part of Sublandlord to modify, improve or otherwise prepare incur any expense whatsoever in connection with the preparation of the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises's occupancy thereof, that it has inspected them and found them other than to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of deliver the Subleased Premises in entering into this Sublease broom-clean condition. Any work performed by Subtenant shall be in accordance with the terms of the Xxxxxxxxx and Section 7 herein. Sublandlord agrees to sell to Subtenant, and Subtenant agrees to purchase certain furniture listed on Page 2 of Exhibit "B" (the "Furniture") for the price of [***]. The Furniture will be sold to Subtenant in its "AS IS" condition, without warranty from Sublandlord (provided, however, that Sublandlord shall not be liable for any latent or patent defectsassign to Subtenant all of Sublandlord's third-party warranties relating to the Furniture, if any, existing therein). Sublandlord has made no warranty or representation, express or implied, as to the present or future condition Payment of the Subleased Premises or purchase price will be due upon execution of this Sublease, and upon receipt of such payment, Sublandlord will deliver to Subtenant an executed Xxxx of Sale in the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancy.form attached hereto as Exhibit B.

Condition of Subleased Premises. (a) Sublandlord shall deliver Subtenant acknowledges that it has fully inspected the Subleased Premises, is subleasing the Subleased Premises "as is" and Sublandlord is not required to Subtenant in broom clean condition, free and clear of all tenants and occupants, and free of all of Sublandlord’s propertyperform any work or, except the Existing Furniture (the “Delivery Condition”)as otherwise provided herein, expend any monies in connection with this Sublease. Sublandlord has not made and otherwise “AS IS” with all faults and without does not make any obligation on the part of Sublandlord representations or warranties as to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that the use to which the Premises may be put, or any other matter or thing affecting or relating to the Premises, except as specifically set forth in this Sublease. Landlord shall have no obligation to alter, improve, decorate, repair or otherwise prepare the Premises for Tenant's occupancy, except as specifically set forth in this Sublease. All understandings and agreements heretofore made between the parties hereto are merged in this Sublease, which alone fully and completely expresses the agreement between Sublandlord and Subtenant and any executory agreement hereafter made shall be ineffective to change, modify, discharge or affect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. In making and executing this Sublease, Subtenant has inspected them relied solely on such investigations, examinations and found them inspections as Subtenant has chosen to be satisfactorymake or has made. Subtenant acknowledges that no representations have been made to Sublandlord has afforded Subtenant with respect to the condition opportunity for full and complete investigations, examinations, and inspections of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancyPremises.

Condition of Subleased Premises. Sublessee acknowledges and agrees that (ai) Sublandlord it accepts the Subleased Premises in “AS-IS WHERE IS” condition, and (ii) Sublessor shall deliver have no obligation with respect to alteration to, or refurbishment of, the Subleased Premises, except as otherwise provided herein. Sublessee shall return the Subleased Premises to Subtenant Sublessee at the expiration of the Sublease in broom clean conditionthe same condition found on the Commencement Date, free normal wear and clear of all tenants tear, repairs not Sublessee’s responsibility under this Sublease and occupants, and free of all of Sublandlord’s property, except the Existing Furniture alterations (the “Delivery Condition”provided Master Landlord does not require their removal), excepted. If required by Master Landlord under the Lease), Sublessor shall be responsible for removal of the current cabling, furniture and otherwise “AS IS” with all faults and without any obligation on FFE (defined below) upon the part end of Sublandlord to modify, improve or otherwise prepare this Sublease. To the extent that the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar were not in compliance with the physical condition requirements of the Master Lease as of the Effective Date, Sublessor shall cause the Subleased PremisesPremises to comply with such requirements within a reasonable period after receipt of notice thereof from Master Landlord; provided, however, that it has inspected them and found them the foregoing shall not apply to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition any failure of the Subleased Premises and that Subtenant relied upon its own examination to be in compliance with the Master Lease as a result of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as Sublessee’s modifications to the present or future condition of the Subleased Premises or the fitness and availability Sublessee’s use of and/or business conducted in the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancyPremises.

Condition of Subleased Premises. (a) Sublandlord shall deliver the Subleased Premises hereby subleases to Subtenant in broom clean condition, free and clear of all tenants and occupantsSubtenant, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of hires from Sublandlord, the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its "as is," "where is," "with all faults" condition existing on the date hereof, subject to the completion of Landlord's Base Building Work (as it may be affected by the Subleased Premises Work) and the Subleased Premises Work (as defined in Section 4(b) below) as provided herein but without requiring any other Alterations (as defined below), improvements, repairs or decorations to be made by Sublandlord or at Sublandlord's expense, either at the time possession is given to Subtenant or during the entire Term of this Sublease, or any extension thereof, except for the performance of Subleased Premises Work as provided in the Work Letter referenced in Section 4(b), below, and without any requirement or obligation of Sublandlord to reimburse Subtenant or provide any allowance for any improvements, repairs, decorations, painting or carpeting, except as set forth in such Work Letter. In connection therewith, Subtenant acknowledges that it has inspected them been given adequate time to examine the Subleased Premises, and found them to be satisfactory. Subtenant acknowledges that that, except as expressly set forth in this Sublease, no representations have representation or warranty, either express or implied, written or oral, has been made to Subtenant by Sublandlord with respect to the condition of the Subleased Premises Building and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises Land or the fitness and availability suitability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations use or repairs therein or for spending any money to prepare the Subleased Premises for purpose by Subtenant’s occupancy.

Condition of Subleased Premises. (a) Sublandlord shall deliver Subtenant is subleasing the Subleased Premises to Subtenant in broom clean condition, free and clear its “as is” condition existing as of all tenants and occupantsthe Sublease Commencement Date, and free of all of Sublandlord’s propertySublandlord shall have no obligation to furnish, except the Existing Furniture (the “Delivery Condition”)render or supply any allowance, and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord work, labor, services, material, fixtures, equipment or decorations to modify, improve or otherwise prepare make the Subleased Premises ready for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition The taking of possession of each portion of the Subleased PremisesPremises by Subtenant shall be conclusive evidence as against Subtenant that such portion of the Subleased Premises was in satisfactory condition at the time possession was taken. In making and executing this Sublease, that it Subtenant has inspected them relied solely on such investigations, examinations and found them inspections as Subtenant has chosen to be satisfactorymake or has made. Subtenant acknowledges that no representations have been made to Subtenant it by Sublandlord with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of Premises. Other than as set forth in this Sublease, all maintenance (including all routine maintenance contracts), repair and, as necessary, replacement to maintain the Exclusive Subleased Premises in entering into this Sublease and that Sublandlord the condition required under the Master Lease shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition responsibility of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant at Subtenant’s occupancysole cost and expense during the Sublease Term.

Condition of Subleased Premises. (a) Sublandlord shall deliver 2.1 Redhook acknowledges that it has inspected the Subleased Premises, including all improvements thereon, as of the date of execution of this Sublease and that, subject to the completion of improvements to the Xxxxx WWTF as set forth in Section 14.6 of this Sublease, it has determined that the said Subleased Premises to Subtenant are in broom clean condition, free good condition and clear of all tenants and occupants, and free of all of Sublandlord’s property, except fit for the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults uses intended by Redhook. Redhook accepts said Subleased Premises in their present condition and without any representation or warranty by PDA as to the condition of said Subleased Premises or as to the use or occupancy which may be made thereof and without obligation on the part of Sublandlord PDA to modifymake any alterations, improve repairs or otherwise prepare the additions to said Subleased Premises for Subtenant’s occupancythat has not been fully set forth in this Sublease. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased PremisesFurther, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord PDA shall not be responsible for making any improvementslatent or other defect or change of condition in said Subleased Premises, alterations and the rent hereunder shall in no event be withheld or repairs therein or for spending diminished on account of any money to prepare the such defect in said Subleased Premises nor any such change in its condition, nor, except as provided herein, for Subtenant’s occupancy.any damage occurring thereto. END OF ARTICLE 2

Condition of Subleased Premises. Subtenant (a) acknowledges that Subtenant has conducted a thorough inspection of the Subleased Premises and (b) agrees that Subtenant will accept the Subleased Premises in their current “as is” condition with all faults. Subtenant hereby waives all warranties, whether express or implied (including warranties of merchantability or fitness for a particular purpose), with respect to the Subleased Premises or any furniture, fixtures and equipment located therein, including, without limitation, the Furniture (as defined in Section 10.1). Except as expressly set forth in this Sublease, Sublandlord makes no representation or warranty of any kind with respect to the Subleased Premises, and Subtenant shall have full responsibility for making any desired repairs, installations, alterations or additions to the Subleased Premises. Any installations, alterations or additions which Subtenant desires to make to the Subleased Premises shall be subject to the prior written approval of both Master Landlord and Sublandlord and shall otherwise be constructed in accordance with all of the terms and conditions of the Master Lease. Notwithstanding the foregoing, Sublandlord shall deliver the Subleased Premises to Subtenant vacant of all occupants, and in broom clean condition. Notwithstanding the foregoing, free and clear of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, repairs or alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancyrequired by the Master Landlord that relate to conditions that exist as of the Commencement Date, including, without limitation, any repairs or alterations that are necessary to comply with applicable laws.

Condition of Subleased Premises. (a) Sublandlord shall deliver delivers the Subleased Premises to Subtenant in broom clean condition, free and clear of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancy.

Condition of Subleased Premises. (a) Sublandlord shall deliver the Subleased Premises hereby subleases to Subtenant in broom clean condition, free and clear of all tenants and occupantsSubtenant, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of hires from Sublandlord, the Subleased Premises, upon and subject to the terms and conditions herein set forth, in its “as is,” “where is,” “with all faults” condition existing on the date hereof, subject to the completion of Landlord’s Base Building Work (as it may be affected by the Subleased Premises Work) and the Subleased Premises Work (as defined in Section 4(b) below) as provided herein but without requiring any other Alterations (as defined below), improvements, repairs or decorations to be made by Sublandlord or at Sublandlord’s expense, either at the time possession is given to Subtenant or during the entire Term of this Sublease, or any extension thereof, except for the performance of Subleased Premises Work as provided in the Work Letter referenced in Section 4(b), below , and without any requirement or obligation of Sublandlord to reimburse Subtenant or provide any allowance for any improvements, repairs, decorations, painting or carpeting, except as set forth in such Work Letter. In connection therewith, Subtenant acknowledges that it has inspected them been given adequate time to examine the Subleased Premises, and found them to be satisfactory. Subtenant acknowledges that that, except as expressly set forth in this Sublease, no representations have representation or warranty, either express or implied, written or oral, has been made to Subtenant by Sublandlord with respect to the condition of the Subleased Premises Building and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises Land or the fitness and availability suitability of the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvements, alterations use or repairs therein or for spending any money to prepare the Subleased Premises for purpose by Subtenant’s occupancy.

Condition of Subleased Premises. (a) Sublandlord Sublessor is subleasing the Sublease Premises to Sublessee in their existing condition, AS IS, WHERE IS and without representation or warranty by Sublessor, except that (1) Sublessor will be responsible for decommissioning the laboratory facilities in the Sublease Premises and will, on request of Sublessee, provide reasonable documentation thereof, and (2) the Sublease Premises will be delivered broom clean with all of Sublessor’s furniture, fixtures and equipment (other than laboratory equipment) removed. By way of clarification, Sublessor shall deliver not remove, and Sublessee shall accept, Sublessor’s telecommunication wiring in the Subleased Premises to Subtenant in broom clean condition, free and clear of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancyPremises. Subtenant hereby warrants and Sublessee represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them made or caused to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition a thorough examination and inspection of the Subleased Premises and that Subtenant relied upon its own examination is familiar with the condition of every part of the Subleased Premises Premises. Sublessee acknowledges that, except as expressly provided in entering this Sublease, (i) it enters into this Sublease and that Sublandlord without relying upon any representations, warranties or promises by Sublessor, its agents, representatives, employees, servants or any other person in respect of the Building or the Subleased Premises, (ii) no rights, easements or licenses are acquired by Sublessee by implication or otherwise except as expressly set forth in this Sublease (including, without limitation, in Section 6(c) below), (iii) Sublessor shall not be liable for have no obligation to do any latent work or patent defects, if any, existing therein. Sublandlord has made no warranty pay any allowance or representation, express or implied, as contribution in order to the present or future condition of make the Subleased Premises or the fitness suitable and availability of ready for occupancy and use by Sublessee, and (iv) the Subleased Premises for any particular useare in satisfactory condition. Sublandlord Sublessee’s taking of possession of the Sublease Premises shall not be responsible for making any improvementsconfirmation that the Sublease Premises were at such time in good, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancysanitary and satisfactory condition and repair.

Condition of Subleased Premises. (a) Sublandlord shall deliver Subtenant acknowledges that it has had the opportunity to examine and inspect the Building and the building services and systems, the entire Subleased Premises to Subtenant in broom clean condition, free and clear of all tenants the furniture and occupants, fixtures therein and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition thereof. Subtenant agrees that Subtenant is leasing the Subleased Premises and the furniture (if any) and fixtures therein “as is”, and that Sublandlord is not required to perform any work or expend any monies in order to make the Subleased Premises ready for Subtenant’s occupancy. Notwithstanding the foregoing, the Sublandlord shall, at Sublandlord’s cost, as soon as reasonably practical after the Rent Commencement Date, cause a contractor to “box in” the existing internal staircase connecting the twenty second and twenty third floors of the Building in accordance with applicable legal requirements; provided however, for avoidance of doubt, in no event shall the Subtenant be entitled to any further abatement or concession in Fixed Rent on account of such work except as specifically set forth hereinabove in the calculation of Fixed Rent. In making and executing this Sublease, Subtenant acknowledges that Sublandlord has not made and does not make any representations or warranties as to the Building other than those specifically set forth in this Sublease, the building services and systems, the air quality of the Building or the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future physical condition of the Subleased Premises or fixtures therein and that Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made. Notwithstanding the fitness foregoing, Sublandlord hereby represents and availability warrants that to the best of its knowledge the Subleased Premises for any particular use. Sublandlord shall not be responsible for making any improvementsare in compliance with all applicable laws, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancyrules, and regulations.

Condition of Subleased Premises. (a) Sublandlord shall deliver the Subleased Premises to Subtenant Except as otherwise specifically provided in broom clean conditionthis Sublease, free and clear of all tenants and occupantsno warranties or representations, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express expressed or implied, as are made or intended to the present or future condition be made by Sublandlord in respect of the Subleased Premises or the fitness Building systems or their physical condition, the uses to which they may be put, or any other matter pertaining thereto. Subtenant has inspected and availability of is fully familiar with the Subleased Premises for any particular use. and Building systems, accepts the same “as is”, in their condition on the date hereof and Sublandlord shall not be responsible for making have no obligation to perform any improvementsadditions, alterations alterations, maintenance, repairs, decoration or repairs therein other work in or for spending any money to prepare the Subleased Premises to prepare them for Subtenant’s occupancyuse or occupancy or for any other purpose. Notwithstanding anything to the contrary contained herein, Sublandlord shall, at its sole expense, remediate any hazardous materials, including asbestos, in the Subleased Premises to the extent necessary to deliver an ACP-5 form satisfactory to obtain necessary permits and approvals to perform Subtenant’s Work and furnish to Subtenant such ACP-5 form therefor, if Subtenant notifies Sublandlord thereof prior to commencement of Subtenant’s Work in the Subleased Premises. If the commencement or completion of Subtenant’s Work is delayed by reason of remediation of hazardous materials in accordance with the preceding sentence and Sublandlord receives an abatement against rent as to the Subleased Premises from Overlandlord for the period of such delay by reason of such remediation, then Subtenant shall be entitled to a corresponding abatement of Fixed Rent under this Sublease for the period of the abatement received by Sublandlord for the Subleased Premises.

Condition of Subleased Premises. (a) Sublandlord A. Sublessor shall deliver the Subleased Premises to Subtenant Sublessee in broom clean its existing "as is" condition and with all Building systems in their existing condition, free and clear it being acknowledged that Sublessor has not been in possession of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve Premises or otherwise prepare the Subleased Premises for Subtenant’s occupancyprior to the effective date of this Sublease. Subtenant hereby warrants and represents that it is fully familiar with the physical condition By taking possession of the Subleased Premises, Sublessee shall be deemed to have accepted the Subleased Premises in good, clean and completed condition and state of repair. Sublessee acknowledges and agrees that it neither Sublessor nor any of Sublessor's agents, representatives or employees has inspected them and found them to be satisfactory. Subtenant acknowledges that no made any representations have been made to Subtenant with respect as to the suitability, fitness or condition of the Subleased Premises for the conduct of Sublessee's business or for any other purpose. Sublessee hereby accepts the Subleased Premises, the Building, and that Subtenant relied upon its own examination all improvements thereon, in their existing condition, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Sublease subject to all of the foregoing and to all matters disclosed in this Sublease. Sublessee shall repair and maintain the Subleased Premises in entering into this Sublease accordance with Section 7 and any other applicable provisions of the Master Lease, provided that Sublandlord shall not be liable for any latent or patent defects, if any, existing thereinSublessor at its sole option may elect to perform such maintenance and repairs. Sublandlord has made no warranty or representation, express or implied, as Any exception to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not foregoing provisions must be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancymade by express written agreement by both parties.

Condition of Subleased Premises. Subtenant (ai) acknowledges that Subtenant has conducted a thorough inspection of the Subleased Premises and (ii) agrees that the Subleased Premises are in good condition and repair and Subtenant accepts the Subleased Premises in their current “as is” condition with all faults. Subtenant hereby waives all warranties, whether express or implied (including warranties of merchantability or fitness for a particular purpose), with respect to the Subleased Premises or any furniture, fixtures and equipment located therein. Sublandlord makes no representation or warranty of any kind with respect to the Subleased Premises, and Subtenant shall have full responsibility for making any desired repairs, installations, alterations or additions to the Subleased Premises. Any installations, alterations or additions that Subtenant desires to make to the Subleased Premises shall be subject to the prior written approval of both Master Landlord and Sublandlord (it being agreed that Sublandlord may grant or withhold its consent thereto in its sole and absolute discretion) and shall otherwise be constructed in accordance with all of the terms and conditions of the Master Lease (including without limitation Section 7.1 and Article 8 of the Master Lease). Notwithstanding the foregoing, Sublandlord shall deliver the Subleased Premises to Subtenant in broom clean conditionprofessionally cleaned, free and clear of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Subleased Premises for Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition of the Subleased Premises and that Subtenant relied upon its own examination of the Subleased Premises in entering into this Sublease and that Building systems which Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord has made no warranty or representation, express or implied, as to the present or future condition of the Subleased Premises or the fitness and availability of the Subleased Premises for any particular use. Sublandlord shall not be is responsible for making any improvements, alterations or repairs therein or for spending any money to prepare under the Subleased Premises for Subtenant’s occupancyMaster Lease in good working condition.

Condition of Subleased Premises. (a) Sublandlord Sublandlord, at Sublandlord’s sole cost and expense, shall deliver the Subleased Premises to Subtenant in broom clean a professionally-cleaned condition, free with the carpet professionally cleaned and clear of all tenants and occupantsstains removed prior to the Early Access Date, and free of with all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”)signage or branding removed and patched and painted, and otherwise “AS IS” with all faults wired (low-voltage and without any obligation on the part high voltage) to existing workstations. If Sublandlord fails to deliver possession of Sublandlord to modify, improve or otherwise prepare the Subleased Premises to Subtenant on or before the Target Commencement Date set forth in Section 2.1 for Subtenant’s occupancyany reason whatsoever, then this Sublease shall not be void or voidable, nor shall Sublandlord be liable to Subtenant for any loss or damage. Subtenant hereby warrants and represents acknowledges that it is fully familiar with has had an opportunity to thoroughly inspect the physical condition of the Subleased Premises, and, except as expressly provided in this Section 5, Subtenant agrees that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant is leasing the Subleased Premises on an “AS IS” basis, with respect all defects, without any representation or warranty by Sublandlord or its agents as to the condition of the Subleased Premises or their fitness for Subtenant’s use, and that subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Subject to the provisions of Section 5.2 and Section 5.3 below, by taking possession of the Subleased Premises, Subtenant relied upon its own examination of conclusively shall be deemed to have accepted the Subleased Premises in entering into this Sublease their as-is, then-existing condition, without any warranty whatsoever of Sublandlord with respect thereto, and Subtenant acknowledges that Sublandlord shall not be liable for any latent or patent defects, if any, existing therein. Sublandlord it has made no warranty or representation, express or implied, as to the present or future condition of satisfied itself that the Subleased Premises or the fitness and availability of the Subleased Premises are suitable for any particular its intended use. Sublandlord shall not be responsible for making any improvements, alterations or repairs therein or for spending any money to prepare the Subleased Premises for Subtenant’s occupancy.

Condition of Subleased Premises. (a) Sublandlord shall deliver the Subleased Premises to Subtenant in broom its “as is, where is” broom-clean condition, free condition and clear of all tenants and occupants, and free of all of Sublandlord’s property, except the Existing Furniture (the “Delivery Condition”), and otherwise “AS IS” with all faults and without any obligation on the part of Sublandlord to modify, improve or otherwise prepare faults” provided that the Subleased Premises shall be demised and with all required base building systems, including, but not limited to, HVAC, electrical, life safety and plumbing systems in good working condition. Sublandlord shall be responsible for maintaining all base building systems, including, but not limited to, HVAC, electrical, life safety and plumbing systems. Subtenant’s occupancy. Subtenant hereby warrants and represents that it is fully familiar with the physical condition of the Subleased Premises, that it has inspected them and found them to be satisfactory. Subtenant acknowledges that no representations have been made to Subtenant with respect to the condition taking possession of the Subleased Premises and shall be conclusive evidence as against Subtenant that Subtenant relied upon its own examination of the Subleased Premises were in entering into this Sublease good order and that satisfactory condition when Subtenant took possession. No promise of Sublandlord shall not be liable for any latent to alter, remodel or patent defects, if any, existing therein. Sublandlord has made improve the Subleased Premises and no warranty or representation, express or implied, as to representation respecting the present or future condition of the Subleased Premises or the fitness Building have been made to Subtenant. Additionally, throughout the Term, Subtenant shall have the right to use, free of charge, the existing office furniture and availability IT and audiovisual equipment, as well as monitors and wiring and cabling in the Subleased Premises; such existing furniture is listed herein in Exhibit B. Subtenant shall have no obligations for the removal of the Subleased Premises for any particular useexisting furniture and equipment at the end of the Term. Sublandlord Subtenant shall not have the right to remove furniture and IT and audiovisual equipment during the Term but shall be responsible for making any improvements, alterations or repairs therein or for spending any money obligated to prepare replace such furniture and IT and audiovisual equipment that has been removed at the Subleased Premises for Subtenant’s occupancyend of the Term.