Common use of Vacation and Surrender Clause in Contracts

Vacation and Surrender. (a) Tenant shall vacate and surrender the Premises to Landlord on or prior to the Termination Date as if such Termination Date were the original expiration date of the Term set forth in the Lease, provided that: (i) Landlord acknowledges and agrees that, as of the Effective Date, the condition of the Premises satisfies the surrender obligations set forth in Section 8.1 of the Original Lease and (ii) Landlord waives the requirement that Tenant remove Personal Property and Cabling as set forth in Section 9.3 of the Original Lease, and acknowledges that Tenant has agreed to convey certain Personal Property and Cabling, to the new tenant of the Premises (the “New Tenant”) pursuant to a separate agreement between Tenant and New Tenant. Tenant acknowledges and agrees that as of the Termination Date, Tenant shall have no further right to the Personal Property and Cabling remaining in the Premises, and the same shall be deemed abandoned and surrendered with the Premises (subject to Tenant’s conveyance of the same to the New Tenant as provided above). (b) Tenant understands and acknowledges that (i) Landlord has entered into (or will enter into) a new lease for the Premises with New Tenant, which new lease shall commence on or shortly after the day after the Termination Date, (ii) failure to vacate and surrender the Premises to Landlord free of any sublease or other occupancy agreement, and in the condition required pursuant to the Lease, and the terms and conditions of this Amendment, on or before the Termination Date, will result in Landlord incurring substantial liability and/or lost profits, and (iii) if Tenant fails to so vacate and surrender the entire Premises on or before the Termination Date, then it will be conclusively presumed that the value to Tenant of remaining in possession, and the loss that will be suffered by Landlord as a result thereof, far exceed the Rent and additional charges that would have been payable had the Term continued with respect to the Premises during such holdover period. Accordingly, notwithstanding anything to the contrary contained in Section 22.1 of the Original Lease, or any other provision of the Lease, (1) Tenant shall be deemed to be a tenant-at-sufferance, with respect to the Premises, at the then-fully escalated Base Rent and additional rent for the first ten (10) business days of any such holdover, and thereafter, at two hundred percent (200%) of the then fully escalated Base Rent and additional rent; and (2) Landlord shall be entitled to pursue any and all of Landlord’s rights and remedies available under the Lease (including, without limitation, those contained in Article XIX of the Original Lease), at law, in equity, or otherwise; provided that consequential damages shall be available only if the holdover persists for more than fifteen (15) days. Such holdover payments shall be computed by Landlord on a daily basis and shall be due and payable upon demand until the entire Premises is so vacated and surrendered. Landlord’s acceptance of any such payment shall not affect Landlord’s other rights and remedies, including Landlord’s right to evict Tenant and recover damages. Tenant certifies that no representative or agent of Landlord (nor its counsel) has represented to Tenant, expressly or otherwise, that Tenant shall have any right whatsoever to remain in the Premises after the Termination Date. Tenant acknowledges that (i) Tenant is fully aware of the existence of the Termination Date, (ii) Tenant has read and fully reviewed this Amendment, (iii) Tenant has had a reasonable opportunity to review this Amendment with counsel of its choice, and (iv) Tenant’s covenant to vacate the Premises by the Termination Date constitutes an independent agreement and covenant of Tenant which shall survive the invalidation of all or any portion of the remainder of this Amendment.

Vacation and Surrender. (a) Prior to the Termination Date, Tenant shall vacate shall, at Tenant's sole cost and expense, deliver to Landlord all keys delivered to Tenant under the Lease, remove all of Tenant's personal property from the Premises, and surrender the Premises to Landlord on or prior to the Termination Date as if such Termination Date were the original expiration date of the Term set forth in the Lease, provided that: (i) Landlord acknowledges and agrees that, as of the Effective Date, the condition of the Premises satisfies the surrender obligations set forth in Section 8.1 of the Original Lease and (ii) Landlord waives the requirement that Tenant remove Personal Property and Cabling as set forth in Section 9.3 of the Original Lease, and acknowledges that Tenant has agreed to convey certain Personal Property and Cabling, to the new tenant of the Premises (the “New Tenant”) pursuant to a separate agreement between Tenant and New Tenant. Tenant acknowledges and agrees that as of the Termination Date, Tenant shall have no further right to the Personal Property and Cabling remaining in the Premises, and the same shall be deemed abandoned and surrendered with the Premises (subject to Tenant’s conveyance of the same to the New Tenant as provided above). (b) Tenant understands and acknowledges that (i) Landlord has entered into (or will enter into) a new lease for the Premises with New Tenant, which new lease shall commence on or shortly after the day after the Termination Date, (ii) failure to vacate and surrender the Premises to Landlord free of any sublease or other occupancy agreement, and in the condition required pursuant by Article 29.2 and Article 29.4 of the Lease, free and clear of all occupants and tenancies. Any and all personal property of Tenant not so removed by the Termination Date shall be deemed to have been abandoned by Tenant and shall otherwise be governed by the terms of Article 29.3 of the Lease, and Landlord may, in its sole and absolute discretion, store and/or dispose of such property in any manner and at Tenant's expense in accordance therewith. Tenant shall from time to time reimburse Landlord for all costs incurred by Landlord to store or dispose of property abandoned by Tenant (the terms and conditions "Tenant Property Costs") within five (5) business days after notice by Landlord to Tenant of this Amendment, on or before the Termination Date, will result in Landlord incurring substantial liability and/or lost profitsany Tenant Property Costs, and (iii) if Tenant fails to so vacate and surrender such obligation shall survive the entire Premises termination of the Lease. If either Termination Condition is not satisfied on or before the Termination Date, then it will this Agreement shall, at Landlord's option, be conclusively presumed that the value to Tenant of remaining in possession, null and void and the loss that will be suffered by Landlord Lease shall remain in full force and effect as a result thereofif this Agreement had never been executed. In such event, far exceed the Rent and additional charges that would have been payable had the Term continued with respect to the Premises during such holdover period. Accordingly, notwithstanding anything to the contrary contained in Section 22.1 of the Original Lease, or any other provision of the Lease, (1) Tenant shall be deemed to be a tenant-at-sufferance, with respect to the Premises, at the then-fully escalated Base Rent and additional rent for the first ten (10) business days of any such holdover, and thereafter, at two hundred percent (200%) of the then fully escalated Base Rent and additional rent; and (2) Landlord shall be entitled apply the Termination Payment to pursue any and all of Landlord’s rights and remedies available amounts due from Tenant under the Lease (including, without limitation, those contained in Article XIX of the Original Lease), at law, in equity, or otherwise; provided that consequential damages shall be available only if the holdover persists for more than fifteen (15) days. Such holdover payments shall be computed by Landlord on a daily basis and shall be due and payable upon demand until the entire Termination Payment is exhausted. If Tenant fails to pay the Termination Payment concurrently with execution of this Agreement or vacate and surrender the Premises is so vacated and surrendered. Landlord’s acceptance of any such payment shall not affect Landlord’s other rights and remedies, including Landlord’s right to evict Tenant and recover damages. Tenant certifies that no representative or agent of Landlord (nor its counsel) has represented to Tenant, expressly or otherwise, that Tenant shall have any right whatsoever to remain in the Premises after the Termination Date. Tenant acknowledges that (i) Tenant is fully aware of the existence of condition specified herein prior to the Termination Date, (ii) Tenant has read shall protect, defend, indemnify and fully reviewed hold Landlord harmless from and against any claim, loss, cost, damage or judgment arising out of Tenant's failure to comply with this AmendmentAgreement, (iii) Tenant has had including but not limited to, any claims made by a reasonable opportunity to review this Amendment with counsel of its choice, and (iv) Tenant’s covenant to vacate tenant under any new lease for the Premises by arising out of Landlord's inability to deliver the Termination Date constitutes an independent agreement and covenant of Tenant which shall survive the invalidation of all or any portion of the remainder of Premises to such new tenant due to Tenant's failure to comply with this AmendmentAgreement.

Vacation and Surrender. (a) Tenant shall vacate and surrender the Premises to Landlord on or prior Subject to the Termination Date as if such Termination Date were the original expiration date of the Term set forth in the Lease, provided that: (i) Landlord acknowledges terms and agrees that, as of the Effective Date, the condition of the Premises satisfies the surrender obligations conditions set forth in Section 8.1 3.2, Tenant may continue to occupy the Original Premises and undertake the Decommissioning Process on all of the terms of the Lease (except the obligation to pay Base Rent, Direct Expenses or Additional TI Allowance Payments with respect thereto) and hereby agrees to vacate the Original Premises and surrender and deliver exclusive possession of the Original Premises to Landlord, within sixty (60) days after the Substitute Premises Commencement Date (the "Surrender Date") in accordance with the provisions of the Lease and (ii) Landlord waives the requirement that Tenant remove Personal Property and Cabling as set forth in Section 9.3 of the Original Lease, and acknowledges that Tenant has agreed to convey certain Personal Property and Cabling, to the new tenant of the Premises (the “New Tenant”) pursuant to a separate agreement between Tenant and New Tenant. Tenant acknowledges and agrees that as of the Termination Datethereafter, Tenant shall have no further right obligations with respect to the Personal Property and Cabling remaining in the Premises, and the same shall be deemed abandoned and surrendered with the Original Premises (subject including, without limitation, any further obligation to make the Additional TI Allowance Payment, which obligation shall end on the Substitute Premises Commencement Date) except with respect to the period of Tenant’s conveyance tenancy prior to the Surrender Date. If Tenant fails to vacate the Original Premises and surrender and deliver exclusive possession of the same to the New Tenant as provided above). (b) Tenant understands and acknowledges that (i) Landlord has entered into (or will enter into) a new lease for the Premises with New Tenant, which new lease shall commence on or shortly after the day after the Termination Date, (ii) failure to vacate and surrender the Original Premises to Landlord free of any sublease or other occupancy agreement, and in the condition required pursuant to the Lease, and the terms and conditions of this Amendment, on or before the Termination Date, will result Surrender Date in Landlord incurring substantial liability and/or lost profits, and (iii) if Tenant fails to so vacate and surrender accordance with the entire Premises on or before the Termination Date, then it will be conclusively presumed that the value to Tenant of remaining in possession, and the loss that will be suffered by Landlord as a result thereof, far exceed the Rent and additional charges that would have been payable had the Term continued with respect to the Premises during such holdover period. Accordingly, notwithstanding anything to the contrary contained in Section 22.1 of the Original Lease, or any other provision provisions of the Lease, then (1subject to the terms of Section 3.2, below and Section 15.4 of the Lease) Tenant shall be deemed to be a tenant-at-sufferance, with respect in holdover of the Original Premises and shall be subject to the Premisesterms of Article 16 of the Lease. Subject to Section 3.2, at Tenant shall not be required to restore any improvements or alterations that are in the then-fully escalated Base Rent and additional rent for Original Premises as of the first ten (10) business days of any such holdoverdate hereof, and thereafter, at two hundred percent (200%) may surrender the Original Premises in satisfaction of the then fully escalated Base Rent and additional rent; and (2) Landlord shall be entitled to pursue any and all of Landlord’s rights and remedies available its surrender obligations under the Lease (includingvacant, without limitation, those contained broom clean and otherwise in Article XIX substantially the same condition as of the Original Leasedate hereof. Notwithstanding the foregoing, if the Substitute Premises Commencement Date occurs prior to Landlord’s delivery of the Substitute Premises in the required condition due to Tenant Delay, at Tenant’s request, the commencement of the above sixty (60) day period and the Surrender Date shall be delayed by up to one (1) day for each such day of delay (not to exceed sixty (60) days), at law, in equity, or otherwise; provided that consequential damages shall be available only if and Tenant may continue to occupy the holdover persists for more than fifteen (15) days. Such holdover payments shall be computed by Landlord Original Premises during such interim period on a daily basis and shall be due and payable upon demand until the entire Premises is so vacated and surrendered. Landlord’s acceptance of any such payment shall not affect Landlord’s other rights and remedies, including Landlord’s right to evict Tenant and recover damages. Tenant certifies that no representative or agent of Landlord (nor its counsel) has represented to Tenant, expressly or otherwise, that Tenant shall have any right whatsoever to remain in the Premises after the Termination Date. Tenant acknowledges that (i) Tenant is fully aware all of the existence ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇[▇▇▇▇▇▇ Therapeutics, Inc.][First Amendment] terms of the Termination DateLease (including the obligation to pay Base Rent, (ii) Tenant has read Direct Expenses and fully reviewed this Amendment, (iii) Tenant has had a reasonable opportunity to review this Amendment Additional TI Allowance Payments with counsel of its choice, and (iv) Tenant’s covenant to vacate the Premises by the Termination Date constitutes an independent agreement and covenant of Tenant which shall survive the invalidation of all or any portion of the remainder of this Amendmentrespect thereto).