6.
IVC SHALL, FOLLOWING THE EXTENSION TERM PROVIDED IN PARAGRAPH 4
ABOVE, HAVE NO FURTHER EXTENSION OPTIONS.
7.
IVC SHALL GIVE WRITTEN NOTICE TO LANDLORD NOT LESS THAN SIX (6)
MONTHS PRIOR TO THE LAST DAY OF THE INITIAL TERM, OR THE FIRST EXTENSION TERM,
AS THE CASE MAY BE, OF ITS ELECTION TO EXTEND
2
THE TERM OF THE LEASE, OR THE OPTION SHALL BE DEEMED WAIVED.
TIME IS OF THE
ESSENCE WITH RESPECT TO SAID ELECTIONS.
IF IVC SHALL EXERCISE ANY SUCH
EXTENSION OPTION, THE PARTIES WILL, AT THE REQUEST OF EITHER, EXECUTE A DOCUMENT
EVIDENCING SUCH EXTENSION. IF IVC SHALL EXERCISE ANY SUCH EXTENSION OPTION, THE
REFERENCES IN THE LEASE TO THE TERM OF THE LEASE SHALL BE DEEMED TO MEAN THE
TERM AS EXTENDED, EXCEPT WHERE EXPRESSLY OTHERWISE PROVIDED.
8.
(A)
IVC ACKNOWLEDGES THAT, PRIOR TO ITS TAKING
POSSESSION OF THE PREMISES, IT INSPECTED THE PREMISES AND SATISFIED ITSELF AS TO
ITS ENVIRONMENTAL CONDITION AND SUITABILITY FOR IVC'S INTENDED USE. LANDLORD
REPRESENTS AND WARRANTS THAT, TO THE BEST OF LANDLORD'S KNOWLEDGE, THERE HAVE
BEEN NO SPILLS OR DISCHARGES OF TOXIC OR HAZARDOUS SUBSTANCES DURING LANDLORD'S
OWNERSHIP OF THE PREMISES, THAT TO THE BEST OF LANDLORD'S KNOWLEDGE THERE ARE NO
UNDERGROUND TANKS AT THE PREMISES WHICH WERE REQUIRED TO BE REGISTERED PURSUANT
TO ANY ENVIRONMENTAL LAW IN EFFECT AT THE COMMENCEMENT OF THE SUBLEASE, AND THAT
DURING LANDLORD'S OWNERSHIP OF THE PREMISES LANDLORD HAS RECEIVED NO NOTICES OF
VIOLATIONS OF ANY ENVIRONMENTAL LAWS CONCERNING THE PREMISES. EXCEPT FOR THE
FOREGOING REPRESENTATIONS AND WARRANTIES, LANDLORD MAKES NO WARRANTIES OR
REPRESENTATIONS, EITHER ORAL OR EXPRESS, AS TO THE ENVIRONMENTAL OR OTHER
CONDITION OF THE PREMISES AND AS TO ALL SUCH MATTERS IVC ACKNOWLEDGES THAT IT
ACCEPTS THE PREMISES AS IS AS OF THE COMMENCEMENT OF THE SUBLEASE.
(B)
IVC WARRANTS THAT IT WILL FULLY COMPLY WITH ALL APPLICABLE
FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS, ADMINISTRATIVE RULINGS, ORDERS,
ORDINANCES, AND THE LIKE, AS THEY NOW EXIST OR MAY HEREAFTER BE AMENDED OR COME
INTO EXISTENCE, PERTAINING TO THE PROTECTION OF THE ENVIRONMENT AND NATURAL
RESOURCES, INCLUDING BUT NOT LIMITED TO ECRA (AND ITS SUCCESSOR STATUTE ISRA)
AND THOSE REGULATING THE HANDLING AND DISPOSAL OF WASTE MATERIALS, UPON TAKING
POSSESSION OF THE PREMISES AND THEREAFTER.
3
(C)
IVC AGREES TO INDEMNIFY, AND HOLD HARMLESS THE LANDLORD AND THEIR
SUCCESSORS AND ASSIGNS (THE "INDEMNIFIED PARTIES") FROM, AND IF REQUESTED IN
WRITING BY ANY INDEMNIFIED PARTY, IVC SHALL DEFEND (WITH COUNSEL SATISFACTORY TO
THE LANDLORD) ANY INDEMNIFIED PARTY AGAINST, ANY FINES, CLAIMS, ORDERS, DEMANDS,
REASONABLE COSTS, CAUSES OF ACTION, JUDGMENTS, SUITS, LOSSES, REASONABLE
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE TECHNICAL CONSULTANT FEES,
COURT EXPENSES, REASONABLE EXPENSES PAID TO OTHER PROFESSIONALS AND REASONABLE
LEGAL FEES), AND DAMAGES ARISING: (1) OUT OF IVC'S OR ANY OF IVC'S PERMITTED OR
NON-PERMITTED ASSIGNEES OR SUBLESSEE'S BREACH OF THE FOREGOING WARRANTY WHICH
OCCURS DURING OR AFTER THE SUBLEASE TERM AND THE LEASE TERM AS MAY BE EXTENDED
BY THIS OPTION EXCEPT TO THE EXTENT SAME IS ATTRIBUTABLE