Common use of Studies Clause in Contracts

Studies. Lessee acknowledges receipt of a copy of those ------- certain Phase I Environmental Site Assessment Update, Ardenwood Technology Park, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, dated September 20, 1999, prepared by ATC Associates, (Project No. 75.81075.0002) and any prior hazardous materials studies described therein ("Hazardous Substance Surveys"). The Hazardous Substance Surveys do not indicate the presence of Hazardous Materials at the leased Premises based on the present levels or content of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited to the Hazardous Substance Surveys. For purposes of the preceding sentence, knowledge by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇. Lessor, except as provided in the following sentence of this paragraph, makes no representations or warranties whatsoever to Lessee regarding: (i) the Hazardous Substance Surveys (including, without limitation, the contents and/or accuracy thereof) or (ii) the presence or absence of toxic or Hazardous Materials in, at, or under the Premises, the Building or the Industrial Center. Lessor does acknowledge to Lessee that: (i) Lessor has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance Surveys; (ii) Lessor does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; and (iii) Lessor does not know of any reason that the Hazardous Substance Surveys are not true and correct. Notwithstanding the preceding sentence, Lessee: (a) shall not rely on and Lessee hereby represents to Lessor that it has not relied on the Hazardous Substance Surveys; (b) shall make such studies and investigations, conduct such tests and surveys, and engage such specialists as Lessee deems appropriate to fairly evaluate the Premises and any risks from hazardous or toxic materials. In connection with any inspections or tests to be conducted by Lessee at the Premises or Building, Lessee shall first notify Lessor of each proposed inspection or test and the scope, impact, and intent thereof and obtain Lessor's written consent to perform the same. To the extent such proposed inspection or test causes physical damage to the Premises, Lessee shall restore the Premises and

Studies. Lessee acknowledges receipt of a copy of those ------- that certain Phase I Soil and Ground Water Investigation, Former Best Foods Facility, Santa Fe Springs, California dated June 10, 1996 prepared by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates, and that certain Environmental Site Assessment UpdateAssessment, Ardenwood Technology Mid Counties Business Park, 15700 and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Avenue, Santa Fe Springs, California dated June 11, 1996, prepared by ▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ Associates (collectively, ▇▇▇▇▇▇▇▇▇▇, dated September 20, 1999, prepared by ATC Associates, (Project No. 75.81075.0002) and any prior hazardous materials studies described therein ("Hazardous Substance SurveysReports"). The Hazardous Substance Surveys do not indicate the presence of Hazardous Materials at the leased Premises based on the present levels or content of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited to the Hazardous Substance Surveys. For purposes of the preceding sentence, knowledge by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇. Lessor, except as provided in the following sentence of this paragraph, makes no representations or warranties whatsoever to Lessee regarding: (i) the Hazardous Substance Surveys Reports (including, without limitation, the contents and/or accuracy thereof) or (ii) the presence or absence of toxic or Hazardous Materials in, at, or under the Premises, the Building or the Industrial Center. Lessor does acknowledge to Lessee that: (i) Lessor has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance SurveysReports; and (ii) Lessor does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; and (iii) Lessor does not know of any reason that the Hazardous Substance Surveys are not true and correctReports. Notwithstanding the preceding sentence, Lessee: (a) shall not rely on and Lessee hereby represents to Lessor that it has not relied on the Hazardous Substance SurveysReports; and (b) shall make such studies and investigations, conduct such tests and surveys, and engage such specialists as Lessee deems appropriate to fairly evaluate the Premises and any risks from hazardous or toxic materials. In connection with any inspections or tests to be conducted by Lessee at the Premises or Building, Lessee shall first notify Lessor of each proposed inspection or test and the scope, impact, and intent thereof and obtain Lessor's written consent to perform the same. To the extent such proposed inspection or test causes physical damage to the Premises, Lessee shall restore the Premises andand the property on which the leased premises are located to the condition existing immediately prior to any such test and/or inspection and will provide Lessor with true and complete copies of any survey or report obtained by or for the benefit of Lessee in connection with hazardous or toxic materials that concern the Building, the Industrial Center or the Premises.

Studies. Lessee By 5 p.m. (Pacific) on the date that is three months after the date Purchaser receives Seller’s Board Approval Notice (as hereinafter defined) (the “Feasibility Deadline”), Purchaser shall have approved, in its sole and absolute discretion, all soils, engineering, hazardous waste, geotechnical, wetlands and other studies in connection with the Property and Purchaser’s proposed project. Purchaser hereby acknowledges receipt (from Seller) of one copy of the items listed on Exhibit E attached hereto (“Seller’s Reports”). Seller represents and warrants to Purchaser that the Seller’s Reports constitute all topographical and boundary surveys, environmental reports, engineering studies, soil-bearing test data, and any similar reports and studies, except Property valuations, income projections, and other documents containing confidential financial analysis with respect to the Property that Seller, or any affiliate of Seller, has in its possession, or to which Seller, or any affiliate of Seller, has access, through the exercise of commercially reasonable efforts. Upon Purchaser’s receipt of Seller’s Reports, Purchaser shall have the unrestricted right to use such reports and studies in connection with Purchaser’s review of the Property and Purchaser’s efforts to obtain its permits and approvals; provided, however, that Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all liability, loss, cost, damage or expense (including reasonable attorney’s fees) arising out of the use or reliance upon Seller’s Reports by Purchaser or by any person who obtains Seller’s Reports directly or indirectly from Purchaser. In the event Purchaser fails (for any reason) to purchase the Property, Purchaser shall promptly return Seller’s Reports to Seller and also shall furnish to Seller (without representation or warranty of any kind) a copy of those ------- certain Phase I Environmental Site Assessment Updateall written inspections, Ardenwood Technology Parkstudies, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, dated September 20, 1999, surveys and reports pertaining to the Property prepared by ATC Associatesor for Purchaser, except Property valuations, income projections, and other documents containing confidential financial analysis (Project No. 75.81075.0002“Purchaser’s Reports”) at no expense to Seller; provided, however, that Seller agrees to indemnify, defend and hold Purchaser harmless from and against any prior hazardous materials studies described therein and all liability, loss, cost, damage or expense ("Hazardous Substance Surveys")including reasonable attorney’s fees) arising out of the use or reliance upon Purchaser’s Reports by Seller or by any person who obtains Purchaser’s Reports directly or indirectly from Seller. The Hazardous Substance Surveys do not indicate indemnification provisions set forth in this subsection shall survive the presence termination of Hazardous Materials at the leased Premises based on the present levels or content this Agreement. In addition, Purchaser shall furnish to Seller immediately upon receipt by Purchaser copies of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited any topographic data relating to the Hazardous Substance Surveys. For purposes Property obtained by Purchaser; at no expense to Seller; provided, however, that Seller agrees to indemnify, defend and hold Purchaser harmless from and against any and all liability, loss, cost, damage or expense (including reasonable attorney’s fees) arising out of the preceding sentence, knowledge use or reliance upon such data by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇. Lessor, except as provided in the following sentence of this paragraph, makes no representations Seller or warranties whatsoever to Lessee regarding: (i) the Hazardous Substance Surveys (including, without limitation, the contents and/or accuracy thereof) by any person who obtains such data directly or (ii) the presence or absence of toxic or Hazardous Materials in, at, or under the Premises, the Building or the Industrial Center. Lessor does acknowledge to Lessee that: (i) Lessor has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance Surveys; (ii) Lessor does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; and (iii) Lessor does not know of any reason that the Hazardous Substance Surveys are not true and correct. Notwithstanding the preceding sentence, Lessee: (a) shall not rely on and Lessee hereby represents to Lessor that it has not relied on the Hazardous Substance Surveys; (b) shall make such studies and investigations, conduct such tests and surveys, and engage such specialists as Lessee deems appropriate to fairly evaluate the Premises and any risks indirectly from hazardous or toxic materials. In connection with any inspections or tests to be conducted by Lessee at the Premises or Building, Lessee shall first notify Lessor of each proposed inspection or test and the scope, impact, and intent thereof and obtain Lessor's written consent to perform the same. To the extent such proposed inspection or test causes physical damage to the Premises, Lessee shall restore the Premises andSeller.

Studies. Lessee Tenant acknowledges receipt of a copy of those ------- certain Phase I Environmental Site Assessment Updatethe reports described in Exhibit "J" attached hereto (collectively, Ardenwood Technology Park, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, dated September 20, 1999, prepared by ATC Associates, (Project No. 75.81075.0002) and any prior hazardous materials studies described therein ("Hazardous Substance SurveysReports"). The Hazardous Substance Surveys do not indicate the presence of Hazardous Materials at the leased Premises based on the present levels or content of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited to the Hazardous Substance Surveys. For purposes of the preceding sentence, knowledge by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇. LessorLandlord, except as provided in the following sentence of this paragraph, makes no representations or warranties whatsoever to Lessee Tenant regarding: (i) the Hazardous Substance Surveys Reports (including, without limitation, the contents and/or accuracy thereof) ); or (ii) the presence or absence of toxic or Hazardous Materials in, at, or under the Premises, the Building or the Industrial Centerany other property. Lessor Landlord does acknowledge to Lessee Tenant that: (i) Lessor Landlord has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance SurveysReports; and (ii) Lessor Landlord does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; and (iii) Lessor does not know of any reason that the Hazardous Substance Surveys are not true and correctReports. Notwithstanding the preceding sentence, LesseeTenant: (a) shall not rely on and Lessee Tenant hereby represents to Lessor Landlord that it has not relied on the Hazardous Substance SurveysReports; and (b) shall make such studies and investigations, conduct such tests and surveys, and engage such specialists as Lessee Tenant deems appropriate to fairly evaluate the Premises and any risks from hazardous or toxic materials. In connection with any inspections or tests to be conducted by Lessee Tenant at the Premises or Building, Lessee Tenant shall first notify Lessor Landlord of each proposed inspection or test and the scope, impact, and intent thereof and obtain LessorLandlord's written consent to perform the same. To the extent such proposed inspection or test causes physical damage to the Premises, Lessee Tenant shall restore the Premises andand the property on which the leased premises are located to the condition existing immediately prior to any such test and/or inspection and will provide Landlord with true and complete copies of any survey or report obtained by or for the benefit of Tenant in connection with hazardous or toxic materials that concern the Building or the Premises.

Studies. Lessee Tenant acknowledges receipt of a copy of those ------- that certain Phase I Environmental Site Assessment Update, Ardenwood Technology Park, 11.5 Acre Parcel Southeast Corner of ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ dated September May 20, 1999, 1998 prepared by ATC Associates, (Project No. 75.81075.0002) and any prior hazardous materials studies described therein ("Hazardous Substance Surveys"). The Hazardous Substance Surveys do not indicate the presence of Hazardous Materials at the leased Premises based on the present levels or content of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited to the Hazardous Substance Surveys. For purposes of the preceding sentence, knowledge by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates (collectively, “Hazardous Substance Reports”). LessorLandlord, except as provided in the following sentence of this paragraph, makes no representations or warranties whatsoever to Lessee Tenant regarding: (i) the Hazardous Substance Surveys Reports (including, without limitation, the contents and/or accuracy thereof) ); or (ii) the presence or absence of toxic or Hazardous Materials in, at, or under the Premises, the Building or the Industrial CenterProject. Lessor Landlord does acknowledge to Lessee Tenant that: (i) Lessor Landlord has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance SurveysReports; and (ii) Lessor Landlord does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; and (iii) Lessor does not know of any reason that the Hazardous Substance Surveys are not true and correctReports. Notwithstanding the preceding sentence, LesseeTenant: (a) shall not rely on and Lessee Tenant hereby represents to Lessor Landlord that it has not relied on the Hazardous Substance SurveysReports; and (b) shall make such studies and investigations, conduct such tests and surveys, and engage such specialists as Lessee Tenant deems appropriate to fairly evaluate the Premises and any risks from hazardous or toxic materials. In connection with any inspections or tests to be conducted by Lessee Tenant at the Premises or Building, Lessee Tenant shall first notify Lessor Landlord of each proposed inspection or test and the scope, impact, and intent thereof and obtain Lessor's Landlord’s written consent to perform the same. To the extent such proposed inspection or test causes physical damage to the Premises, Lessee Tenant shall restore the Premises andand the property on which the leased premises are located to the condition existing immediately prior to any such test and/or inspection.

Studies. Lessee Tenant acknowledges receipt of a copy of those ------- that certain Phase I Final Environmental Site Assessment UpdateCascades Business Park Lots 3, Ardenwood Technology Park, 4 and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ dated July 23, dated September 20, 1999, 1999 and prepared by ATC Associates, (Project No. 75.81075.0002) and any prior hazardous materials studies described therein ("Hazardous Substance Surveys"). The Hazardous Substance Surveys do not indicate the presence of Hazardous Materials at the leased Premises based on the present levels or content of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited to the Hazardous Substance Surveys. For purposes of the preceding sentence, knowledge by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates and Environmental Site Assessment Update dated August 7, 2001, prepared by ▇▇▇▇▇▇▇ ESE (collectively, "Hazardous Substance Reports"). LessorLandlord, except as provided in the following sentence of this paragraph, makes no representations or <PAGE> -68- warranties whatsoever to Lessee Tenant regarding: (i) the Hazardous Substance Surveys Reports (including, without limitation, the contents and/or accuracy thereof) ); or (ii) the presence or absence of toxic or Hazardous Materials in, at, or under the Premises, the Building or the Industrial Center. Lessor Landlord does acknowledge state to Lessee Tenant that: (i) Lessor Landlord has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance SurveysReports; (ii) Lessor Landlord does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; Reports, and (iii) Lessor does not know of any reason that to Landlord's knowledge, the Hazardous Substance Surveys Substances Reports delivered are not true and correctcomplete copies of the original Hazardous Substances Reports. Notwithstanding the preceding sentence, LesseeTenant: (a) shall not rely on and Lessee Tenant hereby represents to Lessor Landlord that it has not relied on the Hazardous Substance SurveysReports; and (b) shall make such studies and investigations, conduct such tests and surveys, and engage such specialists as Lessee Tenant deems appropriate to fairly evaluate the Premises and any risks from hazardous or toxic materials. In connection with any inspections or tests to be conducted by Lessee Tenant at the Premises or Building, Lessee Tenant shall first notify Lessor Landlord of each proposed inspection or test and the scope, impact, and intent thereof and obtain LessorLandlord's written consent to perform the same. To the extent such proposed inspection or test causes physical damage to the Premises, Lessee Tenant shall restore the Premises andand the property on which the leased premises are located to the condition existing immediately prior to any such test and/or inspection. Tenant may, at Tenant's sole cost and expense, obtain non-intrusive Phase I Environmental Report in accordance with the most recent ASTM Standards from a reputable environmental consultant (the "Updated Reports"). Landlord agrees to provide Tenant's environmental consultant with access to the Premises for purposes of preparing its Updated Reports and otherwise reasonably cooperate with that environmental consultant at no cost to Landlord; provided that in no event shall Landlord be obligated to make any representation or warranty or other statement as to the presence or absence of Hazardous Materials at the Industrial Center. In the event Tenant obtains the Updated Reports, then Tenant may elect at any time within thirty (30) days after the date of this Lease to terminate this Lease based on Tenant's review of the Updated Reports. No delay in obtaining the Updated Reports shall extend to that thirty (30) day period. Tenant shall not have the right to terminate the Lease pursuant to this Paragraph 47.6 if it elects to obtain a report other than the Updated Reports.

Studies. Lessee acknowledges receipt A review of a copy of those ------- certain Phase I Environmental Site Assessment Updatethe plans and projects manual for the Building, Ardenwood Technology Parkas updated, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, dated September 20, 1999, prepared revealed that there should not by ATC Associates, any asbestos within the base building when built in accordance with such plans and project manual (Project No. 75.81075.0002) and any prior hazardous materials studies described therein (hereinafter called the "Hazardous Substance SurveysHAZARDOUS SUBSTANCE SURVEYS"). The Hazardous Substance Surveys do not indicate the presence of Hazardous Materials at the leased Premises based on the present levels or content of said Hazardous Materials in the materials sampled and tested at the Building housing the Premises, as said levels or content are presently set by the U.S. Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and Health Administration ("OSHA"). Lessor has no knowledge of Hazardous Materials at the Premises or in the Building but Lessor's knowledge regarding the absence of said Hazardous Materials is limited to the Hazardous Substance Surveys. For purposes of the preceding sentence, knowledge by Lessor shall be limited to the actual knowledge of the following persons: Tig ▇▇▇▇▇▇▇. Lessor, except as provided in the following sentence of this paragraph, Landlord makes no representations or warranties whatsoever to Lessee Tenant regarding: (i) the Hazardous Substance Surveys (Surveys, including, without limitation, the contents contents, accuracy and/or accuracy thereof) scope thereof [Landlord having informed Tenant that said Hazardous Substance Surveys are not comprehensive surveys for all forms of hazardous or toxic materials, including, but not limited to, asbestos containing materials, or actual field inspections of the Building therefor, and cannot be relied upon as a representation that there are no hazardous or toxic materials at the Premises or Building, whether addressed therein or not], or (ii) the presence or absence of toxic or Hazardous Materials hazardous materials in, at, or under the Premises, the Building or the Industrial Center. Lessor does acknowledge to Lessee that: (i) Lessor has not authorized any other studies for hazardous or toxic materials at the Premises or Building other than the Hazardous Substance Surveys; (ii) Lessor does not know of any surveys for toxic or Hazardous Materials at the Premises or the Building other than the Hazardous Substance Surveys; and (iii) Lessor does not know of any reason that the Hazardous Substance Surveys are not true and correctBuilding. Notwithstanding the preceding sentence, LesseeTenant: (ax) shall not rely on and Lessee Tenant hereby represents to Lessor Landlord that it has not relied on the Hazardous Substance Surveys, the same having been provided for informational purposes only; and (by) shall acknowledges that Tenant will make or has made such studies and investigations, will conduct or has conducted such tests and surveys, and will engage or has engaged such specialists as Lessee Tenant deems appropriate to fairly evaluate the Premises and any risks from hazardous or toxic materialsmaterials ("ENVIRONMENTAL TESTS"), which shall be permitted only following prior written notice to and coordination with Landlord. In Further, Tenant shall furnish Landlord with a complete and legible copy of any such resulting study, report, test, survey or investigation and shall fully restore all areas and improvements where samples were taken or work performed and repair all damage resulting from any of the same and shall indemnify and hold harmless from and against all claims, actions, liabilities, damages, losses, injuries or deaths in connection with or arising out of or from any inspections Environmental Tests or tests to be similar or dissimilar activity conducted by Lessee Tenant, Tenant's agents or contractors at the Premises or the Building, Lessee shall first notify Lessor of each proposed inspection whether under this provision or test and the scope, impact, and intent thereof and obtain Lessor's written consent to perform the same. To the extent such proposed inspection otherwise under or test causes physical damage to the Premises, Lessee shall restore the Premises andin connection with this Lease.