From Landlord. To the fullest extent permitted by law, Landlord agrees to exonerate, save harmless, protect and indemnify Tenant and its shareholders, officers, employees and agents from and against any and all losses, damages, claims, suit, actions, judgments and costs (including reasonable attorneys’ fees incurred in defending against any of the foregoing) to the extent caused by the negligence of Landlord with respect to acts or omissions occurring before the Delivery of the entirety of the Premises, including all Select Areas (“Completed Delivery Date”) or the gross negligence of the Landlord from and after the Completed Delivery Date or willful misconduct of the Landlord, its agents, officers, invitees, employees or contractors, provided, however, that Landlord shall in no event be liable to Tenant for any consequential damages, lost profits, loss of business or loss of product. [The Completed Delivery Date is March 1, 2007.]
From Landlord. Landlord shall indemnify, defend and hold Tenant harmless from and against any and all claims arising from Landlord's ownership of the Premises or from the conduct of its business or from any activity, work or thing which may be permitted or which may occur in or about the Premises or the Common Areas described below in paragraph 14 and Landlord shall further indemnify, defend and hold Tenant harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Landlord's part to be performed under the provisions of this Agreement or arising from any negligent or intentional acts or omissions of Landlord or any of Landlord's agents, contractors, employees or invitees and from and against any and all costs, reasonable attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. If, however, Tenant, its agents, contractors, employees or invitees are found to be negligent in any manner, Landlord's indemnification will extend only to the degree of negligence of Landlord and shall not cover any of Tenant's negligence, for which Tenant shall be responsible and Tenant agrees to so indemnify and hold harmless Landlord from such liability, all as provided for herein.
From Landlord. Landlord shall, from time to time, within twenty (20) days after receiving written request from Tenant, execute, acknowledge and deliver to Tenant or its designee a written statement specifying the following, subject to any modifications necessary to make such statements true and complete:
From Landlord. Landlord shall, at any time and from time to time upon not less than five (5) Business Days’ prior notice by Tenant execute, acknowledge and deliver to Tenant a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been any modifications, that the Lease is in full force and effect as modified and stating the modifications), the dates to which the Rent have been paid, and stating whether or not Tenant is in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each such default, the Commencement Date and Expiration Date for the current Term and any other matters reasonably requested by Tenant; it being intended that any such statement delivered pursuant to this Article XIV may be relied upon by Tenant or any permitted assignee of Tenant’s interest in the Premises.
From Landlord. From time to time, Landlord shall furnish to any party designated by Tenant, within fifteen (15) days after Tenant has made a request therefor, a certificate signed by Landlord confirming and certifying to such party, as of the date of such estoppel certificate, to the extent factual or known, (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and setting forth such modifications); (ii) whether there are then known to Landlord existing any setoffs or defenses against the enforcement of any right or remedy of Tenant, or any duty or obligation of Tenant hereunder (and, if so, specifying the same in detail); (iii) the dates through which Basic Rental and Additional Rental have been paid; (iv) that Landlord having made due investigation has no knowledge of any then uncured defaults on the part of Tenant under this Lease (or if Landlord has knowledge of any such uncured defaults, specifying the same in detail); (v) that Landlord having made due investigation has no knowledge of any event having occurred that authorizes the termination of this Lease by Landlord (or if Landlord has such knowledge, specifying the same in detail); (vi) the amount of any Security Deposit held by Landlord; and (vii) other matters reasonably requested by Tenant or such other party. It is intended that any such certificate delivered pursuant to this Section 22.5(b) may be relied upon by any party to whom such certificate may be delivered by Tenant. Landlord does not, by agreeing to provide estoppel certificates or by actually providing an estoppel certificate, agree that Tenant may mortgage, assign, pledge, hypothecate or grant a security interest in its rights under this Lease or upon or with respect to the Premises other than as specifically permitted elsewhere in this Lease; Landlord specifically withholds such right unless it consents to same.
From Landlord. In addition, Landlord agrees that at any time and from time to time (but on not less than 10 days’ prior request by Tenant and not more than two times during any 12 calendar month period), Landlord will execute, acknowledge and deliver to Tenant a certificate indicating any or all of the following: (a) the Commencement Date and Expiration Date; (b) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification); (c) the date, if any, through which Base Rent, Additional Rent and any other Rent payable have been paid; (d) that no default by Landlord exists which has not been cured, and that to the best knowledge of Landlord no default by Tenant exists which has not been cured, except in each case as to defaults stated in such certificate; (e) that Landlord has no existing defenses or set-offs to its obligations under this Lease, except as specifically stated in such certificate; and (f) such other matters as may be reasonably requested by Tenant. Any such certificate may be relied upon by Tenant and any person or entity with whom Tenant may be dealing, including any prospective assignee or sublessee of all or a portion of the Premises. Landlord’s failure to deliver such certificate will be deemed to establish conclusively that this Lease is in full force and effect and that the statements set forth in Tenant’s proposed certificate are true and correct.
From Landlord. In addition to any other remedies contained herein the Landlord at his sole discretion may convert this Lease to a month-to-month lease if the Tenant has been in default for any rent or other amounts owed for over (30) days. Upon default, as hereinabove defined, Landlord, without notice to Tenant, may enter upon the Premises without terminating this Lease and do any acts which Landlord may reasonably deem necessary to cure such default, and Tenant agrees to pay Landlord any damage and/or expense incurred thereby. Furthermore, upon default Landlord may, on ten (10) days advance written notice to Tenant, terminate this Lease and, with or without legal process, take possession of the Premises and remove Tenant or any other occupant. Landlord shall be entitled to recover as damages from Tenant an amount equal to the balance of all rent due to the end of the Lease term, together with all legal and other expenses incurred, including the cost of reletting the Premises. Tenant shall be credited however, with any net amounts received by Landlord from the reletting of the Premises. It is expressly agreed that Landlord shall not be liable for any failure to relet the premises, the Landlord shall, however, make commercially reasonable efforts to relet the Premises through the commercial real estate brokerage community. No act of Landlord shall be considered an acceptance of a surrender of the Premises, unless in writing. Landlord may maintain real separate actions each month to recover the damages, without waiting to the end of the term of this Lease. Notwithstanding anything to the contrary set forth in this Section 23, Landlord shall also be entitled to exercise any and all additional rights and remedies provided at law or in equity as a result of any default by Tenant hereunder.
From Landlord. Landlord shall, from time to time, upon not less than ten (10) business days’ prior written request by Tenant, execute, acknowledge and deliver to Tenant a written statement certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which the Rent has been paid, that no Landlord Default then exists hereunder and whether Landlord has any offsets or defenses against Tenant under this Lease, and whether or not to the best of Landlord’s knowledge Tenant is in Default hereunder (and if so, specifying the nature of the Default), it being intended that any such statement delivered pursuant to this paragraph may be relied upon by any party with an existing or potential economic interest in Tenant’s business.
