Common use of Compliance with Governmental Regulations Clause in Contracts

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Building Buildings foundation, exterior load bearing walls, roof structure or any other structural component of the Building Buildings (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Except as otherwise provided in this Lease, Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingNotwithstanding the foregoing, if any repair, replacement, improvement or alteration or improvement to the Premises is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is future laws or regulations affecting the Premises not caused by related to Tenant's specific use of the Premises in a manner other than as permitted hereunder, and provided further said improvement or Alterationsalteration is not required because of Alterations made by Tenant, the cost of such repair, replacement, alteration or improvement improvements shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum ofas additional rent an amount determined as follows: (i) all costs reasonably incurred by Landlord to construct such improvement shall be fully amortized over the Lease Term remaining useful life of such improvement with interest on the unamortized balance at the time prevailing market rate Landlord would pay if it borrowed funds to construct such improvements from an institutional lender, and Landlord shall inform Tenant of such monthly amortization payment required to so amortize such costs, and shall also provide Tenant with the repair, replacement, alteration or addition was information upon which such determination is made; and (ii) as additional rent, Tenant shall pay the number monthly amortization payment with respect to any such capital improvement required as a result of years in any future law or regulation affecting the Option Term; Premises which is not related to Tenant's specific use of the Premises as stated above. Tenant's obligation to make payments hereunder with respect to any particular capital improvement shall commence when such improvement has been substantially completed and Landlord's reimbursement obligation shall immediately thereafter cease upon the earlier of the expiration of the Lease term (but not upon a termination due to any Event of Default on the part of Tenant) or the end of the term over which the costs of constructing the particular improvement were amortized. Payments of such additional rent required under this Section 7.C shall be re-calculatedmade concurrently with payments of Base Monthly Rent.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's ’s sole expense will comply with all such Governmental Regulations applicable to the premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements needed necessary to comply with all said Governmental Regulations. Such expense shall be borne solely by Tenant if the Governmental Regulations relate to or are required by any Law because of (i) Tenant’s particular use or change of use of the Premises, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Alterations or Trade Fixtures. To the extent repairs, replacements, alterations or improvements are required by Governmental Regulations and are not related to or required by Tenant pursuant to the preceding sentence, then the expense shall be split between Landlord and Tenant based on the following: Landlord and Tenant shall establish the useful life of the item in question based upon generally accepted accounting principles. Tenant shall pay a portion of the cost equal to the actual complicance-related expense times a fraction, the numerator of which is the number of months remaining in the initial Lease Term, and the denominator of which is the useful life of the required work in months. Landlord shall make such payment to Tenant within fifteen (15) days after written demand and proof of payment by Tenant. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingIn addition to the foregoing, if any repair, replacement, alteration or improvement is required Alteration by Tenant results in seismic retrofit requirements to the Building foundationbuildings fire-suppression system, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant shall equally share such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedcost.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city town or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's ’s sole expense will comply with all such Governmental Regulations applicable to the premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements needed necessary to comply with all said Governmental Regulations. Such expense shall be borne solely by Tenant if the Governmental Regulations relate to or are required by any Law because of (i) Tenant’s particular use or change of use of the Premises, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Alterations or Trade Fixtures. To the extent repairs, replacements, alterations or improvements are required by Governmental Regulations and are not related to or required by Tenant pursuant to the preceding sentence, then the expense shall be split between Landlord and Tenant based on the following: Landlord and Tenant shall establish the useful life of the item in question based upon generally accepted accounting principles. Tenant shall pay a portion of the cost equal to the actual compliance-related expense times a fraction, the numerator of which is the number of months remaining in the initial Lease Term, and the denominator of which is the useful life of the required work in months. Landlord shall make such portion of its payment to Tenant within fifteen (15) days after written demand. Tenant shall thereafter submit payment and deliver proof of payment by Tenant to Landlord. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's ’s sole expense will comply with all such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements needed necessary to comply with all said Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingTenant’s obligations pursuant to this Section 7.C shall include, if any repairwithout limitation, replacement, alteration or improvement is required maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building foundation, exterior load bearing walls, roof structure and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any other structural component work or Alteration made by or on behalf of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in during the Lease Term. The foregoing shall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. Notwithstanding the foregoing provisions of this Section 7.C, Landlord will be responsible for causing the Premises, the denominator of which is Building and the useful life (in years) Common Areas, to comply with applicable Laws and Government Regulations as of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedCommencement Date.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include Tenant shall, at its sole cost and expense, comply with all federalof the requirements of all Municipal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirementsState and Federal authorities now in force, or orders which may hereafter be in force, pertaining to the said Premises, and shall faithfully observe in the use of the Premises all Municipal ordinances and State and Federal statutes now in force or which may hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulationsbe in force. The judgment of any court of competent jurisdiction jurisdiction, or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such law, regulation ordinance or other requirement statute in its the use of the Premises Premises, shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingNotwithstanding the provisions of this Section 18, if any repair, replacement, improvement or alteration or improvement to the Premises is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations future laws or regulations affecting the Premises not related to Tenant’s specific use of the Premises, and such required work provided further said improvement or alteration is not caused required because of alterations to the Premises made by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement improvements shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such workimprovement, the portion of the cost thereof equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; lease term divided by the anticipated useful life of such improvement. Landlord represents and Landlord's reimbursement obligation warrants, to the best of its knowledge, that as of the date of this Lease the Building complies with all applicable building codes, and Landlord shall immediately thereafter be re-calculatedresponsible for any costs incurred in connection with upgrading the Building or the Project to comply with the then current interpretation of such codes, including, without limitation, the American With Disabilities Act and environmental laws.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations, except as specifically provided otherwise in this Lease. All costs associated with compliance shall be borne by Tenant if the requirement for compliance is triggered by: (i) Tenant's specific use or change of use of the Premises; or (ii) Tenant's construction or installation of any Alterations or trade fixtures. If a capital improvement or replacement to the Premises is required pursuant to this Section 7.C. for any other reason, then within fifteen (15) business days after Tenant delivers evidence reasonably satisfactory to Landlord substantiating Tenant's payment of such capital improvement, Landlord shall reimburse Tenant for the cost of the improvement or replacement less that portion of the cost equal to the product of such total cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the capital improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles. If the capital improvement is made during the initial Lease Term, Tenant's share shall initially be based on the initial Lease Term and if Tenant thereafter exercises its Option pursuant to Section 18 below, then upon the commencement of the Option Term, an adjustment shall be made so that during the Option Term Tenant shall pay its share determined by multiplying the cost of the capital improvement by a fraction, the numerator of which is the sum of the Lease Term remaining at the time the capital expenditure was made and the Option Term and the denominator of which is the useful life of the capital improvement. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include mean all federal, state, county, city or governmental agency laws, statutes, ordinances, codes, standards, rules, requirements, regulations, Sustainability Requirements or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Except as otherwise expressly provided in this Section 7.C below or elsewhere in this Lease to be a Landlord obligation, Tenant, at Tenant's ’s sole expense shall comply with all such Governmental Regulations applicable to the Premises or the Tenant’s use of the Premises and shall make all repairs, replacements, alterations, or improvements needed necessary to comply with all said Governmental Regulations. Notwithstanding the foregoing, Landlord at its sole cost and expense shall be responsible for delivering on the Commencement Date the exterior walkways and paths of ingress/egress in compliance with all Governmental Regulations (including ADA and Title 24), to the extent such compliance is not required due to Tenant’s particular use of the Premises. The final judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. Tenant’s obligations pursuant to this Section 8.C shall include, without limitation except as expressly provided above, maintaining and restoring the Premises and making structural and nonstructural alterations and additions to the Premises, Building and Common Area in compliance and conformity with all Laws and recorded documents to the extent required because of Tenant’s particular use of the Premises or any work or Alteration made by or on behalf of Tenant during the Lease Term or any breach of Tenant’s obligations under this Lease. The foregoing notwithstandingshall include, without limitation, compliance with and improvements required by the Americans With Disabilities Act or any similar Laws, as they may be amended from time to time. Landlord’s approval of any Alteration or other act by Tenant shall not be deemed to be a representation by Landlord that said Alteration or act complies with applicable Laws, and Tenant shall remain solely responsible for said compliance. With respect to Tenant’s obligation to comply with Laws, if any repair, replacement, alteration or improvement is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) such compliance is required in connection with a legal requirement that is not in effect when the Lease Term remaining at the time the repairPremises is delivered to Tenant, replacement, alteration or addition was made; and (ii) such legal requirement imposes an obligation on Tenant to make improvements to the Premises the cost of which would constitute capital expenditures under generally accepted accounting principles, and (iii) such improvements are not required as the result of Tenant’s particular use of the Premises or any work or Alterations made by or on behalf of Tenant, then upon written request from Tenant, Landlord shall make such improvements subject to reimbursement by Tenant as described in the next sentence. The costs incurred by Landlord in making the improvements requested by Tenant pursuant to the prior sentence shall be amortized over the number of years months in the Option Term; useful life of the capital improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles, and the monthly amortized portion of such improvements together with interest thereon at the Agreed Interest Rate shall be paid by Tenant on the first day of each calendar month during the Lease Term commencing on the first day of the calendar month after such costs are incurred by Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Following completion of the ADA Work, Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, All costs associated with compliance with this Section 7.C. shall be borne by Tenant if any repair, replacement, alteration or improvement the requirement for compliance is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building triggered by: (excluding structural components installed by Tenanti) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterationschange of use of the Premises; (ii) Tenant's application for any permit or governmental approval; or (iii) Tenant's construction or installation of any Alterations or trade fixtures. If a capital improvement or replacement to the Premises is required for any other reason, then within ten (10) business days after Tenant delivers evidence reasonably satisfactory to Landlord substantiating Tenant's payment of such capital improvement, Landlord shall reimburse Tenant for the cost of such repair, replacement, alteration the improvement or improvement shall be allocated between Landlord and Tenant such replacement less that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such total cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repaircapital improvement, replacementas reasonably determined by Landlord in accordance with generally accepted accounting principles. If the capital improvement is made during the initial Lease Term, alteration or addition; provided, however, that Tenant's share shall initially be based on the initial Lease Term and if the Tenant thereafter exercises a its renewal option, then upon Tenant's exercise the commencement of the renewal optionOption term, an adjustment shall be made so that during the Option Term Tenant shall pay its share determined by multiplying the cost of the capital improvement by a fraction, the numerator of the fraction shall be adjusted to which is the sum of: (i) of the Lease Term remaining at the time the repair, replacement, alteration or addition capital expenditure was made; made and (ii) the number of years in the Option Term; Term and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedthe denominator of which is the useful life of the capital improvement.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Landlord shall be responsible, at Landlord’s expense, to ensure that all construction performed prior to the Commencement Date by Landlord pursuant to Section 5 is in compliance with applicable Governmental Regulations. Tenant shall be responsible, at Tenant’s expense, to ensure that all construction performed prior to the Commencement Date by Tenant’s Contractor pursuant to Section 5 is in compliance with applicable Governmental Regulations. Thereafter, Tenant, at Tenant's ’s sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingNotwithstanding the foregoing, if any repair, replacement, improvement or alteration or improvement to the Premises is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations future laws or regulations affecting the Premises not related to Tenant’s specific use of the Premises, and such required work provided further said improvement or alteration is not caused required because of Alterations made by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement improvements shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such workimprovement, the portion of the cost thereof equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedlease term divided by the anticipated useful life of such improvement.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to comply with all Governmental Regulations, except as specifically provided otherwise in this Lease. All costs associated with compliance shall be borne by Tenant if the requirement for compliance is triggered by: (i) Tenant's specific use or change of use of the Premises; or (ii) Tenant's construction or installation of any Alterations or trade fixtures. If a capital improvement or replacement to the Premises is required pursuant to this Section 7.C. for any other reason, then within fifteen (15) business days after Tenant delivers evidence reasonably satisfactory to Landlord substantiating Tenant's payment of such capital improvement, Landlord shall reimburse Tenant for the cost of the improvement or replacement less that portion of the cost equal to the product of such total cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the capital improvement, as reasonably determined by Landlord in accordance with generally accepted accounting principles. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (whether Landlord be a party thereto or not) that Tenant has violated any such law, regulation or other requirement in its use of the Premises shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstanding, if any repair, replacement, alteration or improvement is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component of the Building (excluding structural components installed by Tenant) as a result of any Governmental Regulations and such required work is not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculated.

Compliance with Governmental Regulations. The term Laws or Governmental Regulations shall include all federal, state, county, city or governmental agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, traffic mitigation, occupational, health, or safety standards for employers, employees, landlords, or tenants. Tenant, at Tenant's sole expense shall make all repairs, replacements, alterations, or improvements needed to Tenant agrees that it will comply with and conform to all Governmental Regulationslaws and ordinances Municipal, State and Federal, and any and all lawful requirements and orders of any properly constituted Municipal, State or Federal Board of Authority, present or future, in anywise relating to the condition, use or occupancy of the Premises throughout the entire term of this Lease and to the perfect exoneration from liability of Landlord, Landlord agrees that the Premises comply with and conform to all laws and ordinances Municipal, State and Federal, and any and all lawful requirements and orders of any properly constituted Municipal, State or Federal Board of Authority, present or future, in anywise relating to the condition, use or occupancy of the Premises on the commencement date and that Landlord will be solely responsible for any violations of such laws and ordinances if the violations occurred prior to the commencement date or was caused by an act or omission of the Landlord. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant (Tenant, whether Landlord be a party thereto or not) , that Tenant has violated any such law, regulation ordinance, requirement or other requirement order in its the use of the Premises premises, shall be conclusive of that fact as between Landlord and Tenant. The foregoing notwithstandingIt is acknowledged that Premises, if any repairat time of original occupancy by Tenant, replacement, alteration was in compliance with <Initials> 8 <Initials> the Americans with Disabilities Act (“ADA”). Landlord is responsible for ADA construction compliance in all public or improvement is required to the Building foundation, exterior load bearing walls, roof structure or any other structural component common areas of the Building (excluding structural components building. Tenant is responsible for compliance with the ADA, its supporting regulations, and all similar Federal, state or local laws, regulations and ordinances relating to removal of barriers within the workplace, i.e. arrangement of interior furnishings and access within the Premises, and any improvements installed by Tenant) as a result of any Governmental Regulations and such . If Landlord’s consent would be required work is for alterations to bring the Premises into compliance, Landlord agrees not caused by Tenant's specific use or Alterations, the cost of such repair, replacement, alteration or improvement shall be allocated between Landlord and Tenant such that Tenant shall pay to Landlord upon completion of such work, the portion of the cost equal to the product of such cost multiplied by a fraction, the numerator of which is the number of years remaining in the Lease Term, the denominator of which is the useful life (in years) of the repair, replacement, alteration or addition; provided, however, that if the Tenant thereafter exercises a renewal option, then upon Tenant's exercise of the renewal option, the numerator of the fraction shall be adjusted to the sum of: (i) the Lease Term remaining at the time the repair, replacement, alteration or addition was made; and (ii) the number of years in the Option Term; and Landlord's reimbursement obligation shall immediately thereafter be re-calculatedunreasonably withhold its consent.