DEMISE AND TERM Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, upon and subject to the terms and conditions of this Sublease, those certain premises comprising approximately 53,464 rentable square, as substantially shown (by diagonal lines or shading) on the floor plans attached hereto as Exhibit “A” (the “Subleased Premises”), in the building (the “Building”) known as 20 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, being all of the premises that were leased to Sublandlord by ARE-20/22/1300 Firstfield Quince Orchard, LLC, a Delaware limited liability company (“Main Landlord”) under the Main Lease (as hereinafter defined), together with the Common Areas (as defined in the Main Lease), as modified from time to time by Main Landlord. The term (“Sublease Term”) of this Sublease shall commence on January 1, 2012 (the “Commencement Date”), and shall expire at 11:59 p.m. on March 31, 2013 (the “Expiration Date”), unless sooner terminated as herein provided. If either party hereto shall so request, the parties hereto shall execute and deliver to each other an instrument confirming the Commencement Date, but the failure of either party to execute and deliver such an instrument shall not affect the occurrence of the Commencement Date. Notwithstanding that the Commencement Date may not have yet occurred, from and after the date hereof until the Commencement Date, upon reasonable prior notice to Sublandlord, Sublandlord shall permit Subtenant or any person or entity lawfully acting by or through Subtenant to access the Subleased Premises solely for (a) Subtenant’s architect, engineer and other consultants to measure and inspect the Subleased Premises and (b) Subtenant to inspect and review those certain assets, as more fully described in Exhibit “B” attached hereto (“Purchased Assets”) that Subtenant is purchasing from Sublandlord pursuant to the Equipment Sale Agreement, dated as of the date hereof, between Sublandlord and Subtenant (“Sale Agreement”). Such access and use shall be subject to all the provisions of this Sublease as if the Commencement Date had otherwise commenced or occurred; provided, however, Subtenant shall not be obligated to pay Rent with respect to any period prior to the actual Commencement Date. If Subtenant or such person or entity should enjoy such early access of the Subleased Premises, the Sublease shall be deemed to have so commenced solely for the purpose of causing Subtenant’s covenants, obligations, indemnities, and other agreements under this Sublease during the Sublease Term to be effective and binding upon Subtenant during such early access (such as, but not limited to, Subtenant being obligated to obtain all insurance required of it under this Sublease). Said early access and use shall not advance the Commencement Date or advance or extend the Expiration Date. If Sublandlord does not deliver the Subleased Premises to Subtenant within 15 days of the Commencement Date due solely to the actions of Sublandlord, then the first period of rent abatement described in Section 2 below shall be extended by one day for every day that the Subleased Premises have not been delivered after the Commencement Date, and Subtenant shall have no obligation to pay any Additional Rent until the Subleased Premises have been delivered by Sublandlord.
Leased Property and Term 2.1 Leased Property Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord's right, title and interest in and to all of the following (collectively, the "Leased Property"):
Commencement and Term This Agreement shall commence upon the Effective Date and continue for the Agreement Term.
Term of Agreement and Termination 2.1. This Agreement enters into effect at the time of acceptance of this Agreement.
Tenant’s Entry Into the Premises Prior to Substantial Completion Subject to the terms hereof and provided that Tenant and its agents do not interfere with, or delay, Contractor’s work in the Building and the Premises, at Landlord’s reasonable discretion, Contractor shall allow Tenant access to the Premises prior to the Substantial Completion of the Premises for the purpose of Tenant installing any necessary furniture, equipment or fixtures (including Tenant’s data and telephone equipment) in the Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 6.01, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant’s entry, and Landlord will reasonably cooperate with Tenant to coordinate Landlord’s Contractor’s work of constructing the Tenant Improvements with such access by Tenant for the installation of Tenant’s furniture, equipment and fixtures. In connection with any such entry, Tenant acknowledges and agrees that Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, interfere with Landlord or Landlord’s Contractor, agents or representatives in performing work in the Building and the Premises, or interfere with the general operation of the Building and/or the Project; and such entry shall be subject to the site management rules of Landlord and Landlord’s Contractor. If at any time any such person representing Tenant shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant’s entry rights upon twenty-four (24) hours’ prior written notice to Tenant. Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the terms, covenants, conditions and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). Tenant further acknowledges and agrees that Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant’s work made in or about the Premises in connection with such entry or to any property placed therein prior to the Lease Commencement Date, the same being at Tenant’s sole risk and liability. Tenant shall be liable to Landlord for any damage to any portion of the Premises, including the Tenant Improvement work, caused by Tenant or any of Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees. If the performance of Tenant’s work in connection with such entry causes extra costs to be incurred by Landlord or requires the use of any Building services, Tenant shall promptly reimburse Landlord for such extra costs and/or shall pay Landlord for such Building services at Landlord’s standard rates then in effect. In addition, Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s actions pursuant to this Section 6.01.
Landlord’s Option as to Subject Space Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant contemplates a Transfer other than to a Permitted Transferee which, together with all prior Transfers then remaining in effect, would cause fifty percent (50%) or more of the Premises to be Transferred for more than fifty percent (50%) of the then remaining Lease Term (taking into account any extension of the Lease Term which has irrevocably exercised by Tenant), Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer in the subject Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer. Thereafter, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Such recapture shall cancel and terminate this Lease with respect to such Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture such Contemplated Transfer Space under this Section 14.4, then, subject to the other terms of this Article 14, for a period of nine (9) months (the “Nine Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Nine Month Period, provided that any such Transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such Transfer shall be subject to the remaining terms of this Article 14. If such a Transfer is not so consummated within the Nine Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Nine Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Section 14.4. Tenant shall not be required to provide a separate Intention to Transfer Notice and Tenant’s request for Landlord’s consent to a Transfer shall satisfy Tenant’s obligations in this Section 14.4.
COMMENCEMENT AND TERMINATION 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.
