From Tenant. Promptly upon Landlord’s request after Tenant has occupied the Premises, Tenant will execute and deliver to Landlord an Occupancy Estoppel Certificate in the form of Exhibit C. In addition, Tenant agrees that at any time and from time to time (but on not less than 10 days’ prior request by Landlord and not more than two times during any 12 calendar month period, except Landlord may make additional requests in case of bona fide sale or financing transactions), Tenant will execute, acknowledge and deliver to Landlord 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 Tenant exists which has not been cured, and that to the best knowledge of Tenant no default by Landlord or Tenant exists which has not been cured, except in each case as to defaults stated in such certificate; (e) that Tenant has no existing defenses or set-offs to enforcement of this Lease, except as specifically stated in such certificate; (f) provided such events have occurred, that Tenant has accepted the Premises and that all improvements required to be made to the Premises by Landlord have been completed according to this Lease; (g) that, except as specifically stated in such certificate, Tenant, and only Tenant, currently occupies the Premises; and (h) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by Landlord and any prospective purchaser or present or prospective mortgagee, deed of trust beneficiary or ground lessor of all or a portion of the Building and/or Project. Tenant’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 Landlord’s proposed certificate are true and correct.
From Tenant. To the fullest extent permitted by law, Tenant agrees to exonerate, save harmless, protect and indemnify Landlord 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 or acts or omissions of, or use of the Premises by Tenant, its agents, officers, invitees, employees or contractors. Tenant does hereby indemnify and hold harmless Landlord from and against any loss, claim damages or expenses, (including reasonable attorney’s fees) which Landlord may suffer, incur or expend arising out of any failure on the part of Tenant to fully perform its obligations hereunder. Tenant shall reimburse and compensate Landlord for, as Additional Rent, all expenditures made by, or damages, fines or costs (including reasonable attorney’s fees) sustained or incurred by Landlord due to non-performance of, non-compliance with, or breach of, or failure by Tenant to observe, any term, covenant or condition of this Lease on Tenant’s part to be kept, observed, performed or complied with together with interest from the date any such amounts are paid by Landlord, with interest at the lesser of twelve percent (12%) per annum or the maximum lawful rate.
From Tenant. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims arising from Tenant's use of the Premises and the Common Areas described below in paragraph 14 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 Common Areas. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the provisions of this Agreement or arising from any negligent or intentional acts or omissions of Tenant or any of Tenant's agents, contractors, ** Portions of this agreement have been omitted and filed separately with the SEC pursuant to a confidential treatment request CONFIDENTIAL EXECUTION VERSION 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, Landlord, its agents, contractors, employees or invitees are found to be negligent in any manner, Tenant's indemnification will extend only to the degree of negligence of Tenant and shall not cover any of Landlord's negligence, for which Landlord shall be responsible and Landlord agrees to so indemnify and hold harmless Tenant from such liability, all as provided for herein.
From Tenant. Tenant shall, from time to time, within twenty (20) days after receiving written request from Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement specifying the following, subject to any modifications necessary to make such statements true and complete:
From Tenant. From time to time, Tenant shall furnish to any party designated by Landlord, within fifteen (15) days after Landlord has made a request therefor, a certificate signed by Tenant confirming and certifying to such party, as of the date of such estoppel certificate, to the extent factual or known, (i) that Tenant is in possession of the Premises, (ii) 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); (iii) whether there are then existing any setoffs or defenses against the enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant hereunder (and, if so, specifying the same in detail); (iv) the dates through which Basic Rental and Additional Rental have been paid; (v) that Tenant having made due investigation has no knowledge of any then uncured defaults on the part of Landlord under this Lease (or if Tenant has knowledge of any such uncured defaults, specifying the same in detail); (vi) that Tenant having made due investigation has no knowledge of any event having occurred that authorizes the termination of this Lease by Tenant (or if Tenant has such knowledge, specifying the same in detail); (vii) the amount of any Security Deposit held by Landlord; and (viii) other matters reasonably requested by Landlord or such other party. It is intended that any such certificate delivered pursuant to this Section 22.5 (a) may be relied upon by any party to whom such certificate may be delivered by Landlord.
From Tenant. Tenant shall, from time to time, upon not less than ten (10) business days’ prior written request by Landlord, execute, acknowledge and deliver to Landlord 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 Tenant is not in Default hereunder and whether Tenant has any offsets or defenses against Landlord under this Lease, and whether or not to the best of Tenant’s knowledge Landlord is in Landlord Default hereunder (and if so, specifying the nature of the Landlord Default), it being intended that any such statement delivered pursuant to this paragraph may be relied upon by a prospective purchaser of Landlord’s interest or by a mortgagee of Landlord’s interest or assignee of any security deed upon Landlord’s interest in the Premises. If Tenant fails to timely deliver either (i) an executed estoppel certificate or (ii) good faith comments to a proposed estoppel certificate to Landlord and thereafter fails again to deliver the same within five (5) business days after delivery of a further request for same, and then again fails to deliver the same within five (5) business days after a third notice to Tenant given thereafter, the estoppel prepared by Landlord will be deemed true and correct and binding upon Tenant and at Landlord’s option, such failure will constitute a Default hereunder without the necessity of additional notice or the passage of additional grace periods.