61. Miscellaneous 



 The failure of Landlord to insist upon a strict performance of any term, covenant or condition herein shall not be deemed a waiver of any rights or remedies that Landlord may have or a waiver of any subsequent breach or default. 



 If any provision of this Lease shall be unenforceable or invalid, such unenforceability or invalidity shall not affect any other provision of this Lease. 



 The submission of this Lease to Tenant shall not be construed to impose any right or obligations on either party or as an offer or option, and Tenant shall not have any rights hereunder unless and until Landlord shall execute the Lease and deliver a signed original to the Tenant. 



         The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease. 



 Notwithstanding anything to the contrary contained in any portion of this Lease, Landlord shall have no obligation to Tenant to supply any service or perform any act. Landlord shall not supply heat and shall not supply air conditioning to the Premises. 



 Tenant shall not record this Lease or any Memorandum thereof. A breach of this provision shall be a breach of a substantial obligation of this Lease which, at Landlord’s option, shall be a default of this Lease. 



 All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord. 



         All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed 

 fixtures. 



 Tenant shall, at its sole cost and expense, maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all of the furnishings, fixtures, kitchen equipment, all other equipment, effects and property of every kind, nature and description located in the premises. 



 Tenant acknowledges that Landlord shall have no obligation to provide any security services for the Premises or the Building. Tenant acknowledges that it has been advised that the Building is designated a Landmark and is subject to review of the Landmarks Preservation Commission. 



         Tenant shall not use any elevator of the building for any purpose whatsoever. 



 Landlord shall be entitled, without any reduction in Tenant's rent, to erect any bridge scaffolding in front of the Premises in connection with alterations or repairs to the building of which the Premises forms a part, or the sidewalk serving the Premises; provided, however, that Landlord shall give Tenant thirty (30) days notice before Landlord erects any such bridge scaffolding and proceed with reasonable diligence to prosecute to completion of the alteration or repairs necessitating such bridge scaffolding. Landlord represents that as of the effective date there is (a) no intention to erect bridge scaffolding and (b) is without actual knowledge of any condition or circumstance which may require the erection of bridge scaffolding 



 This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord. 



 The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof. 



 There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease. 



 Wherever in this lease there is any conflict between the provisions of this lease other than the Rider and the Rider provisions of this lease (i.e. beginning at Article 40), the Rider provisions shall be deemed to supersede and be controlling. 



 This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord on demand for any and all reasonable attorney’s fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. In addition, Landlord shall reimburse Tenant on demand for any and all reasonable attorney’s fees incurred by Tenant in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Landlord with respect to this lease. 



 The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney. 



Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises resulting in material injury to person or property, (ii) all fires and other casualties within the Demised Premises, (iii) all material damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building’s sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof. 



 In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so. 



 Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant’s equipment. 



 Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys’ fees), suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property (subject to the waiver of subrogation provisions of this lease), (i) occurring in the Demised Premises; (ii) arising from the acts or omissions of the Tenant, its subtenants, its employees, invitees, contractors or agents to the extent constituting negligence; (iii) arising from any breach of this lease or misconduct by any of the foregoing. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord’s defense (at Landlord’s option) and confirm indemnification; or (iv) arising from any failure of Tenant to comply in all respects with any Requirements or the ADA. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place. 



 This lease shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in personam jurisdiction in the courts of New York, located in the county in which the Building is located, including the United States courts located in said county, and to all proceedings in such courts. The parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this lease and that they will not contest or challenge the jurisdiction or venue of these courts. 



 Notwithstanding anything contained to the contrary in this lease, (i) Tenant hereby waives any right to recover against Landlord any indirect, consequential, special, punitive or incidental damages against Landlord in any cause of action, proceeding or claim arising out of, or in connection with, this lease; and (ii) Landlord hereby waives any right to recover against Tenant any indirect, consequential, special, punitive or incidental damages against Tenant in any cause of action, proceeding or claim arising out of, or in connection with, this lease. 



 Tenant shall obey and observe (and compel its officers, employees

Section label: Miscellaneous