ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL
PRIOR NEGOTIATIONS, DISCUSSIONS, OFFERS, UNDERSTANDINGS, REPRESENTATIONS AND
AGREEMENTS (WHETHER WRITTEN OR ORAL) WITH RESPECT TO THE MATTERS HEREIN.
9.
FURTHER ASSURANCES.
EACH OF THE
PARTIES SHALL DELIVER SUCH FURTHER DOCUMENTS AND INSTRUMENTS AND SHALL TAKE SUCH
OTHER ACTIONS AS MAY BE REASONABLY REQUIRED OR APPROPRIATE TO EVIDENCE OR CARRY
OUT THE INTENT AND PURPOSES OF THIS AGREEMENT.
10.
AMENDMENT; WAIVER.
THIS AGREEMENT MAY NOT
BE CHANGED, WAIVED, DISCHARGED OR TERMINATED, EXCEPT BY AN INSTRUMENT IN WRITING
SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE CHANGE, WAIVER, DISCHARGE OR
TERMINATION IS SOUGHT.
NO DELAY, FAILURE OR DISCONTINUANCE IN EXERCISING ANY
RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER SHALL AFFECT OR OPERATE AS A WAIVER
OF SUCH RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER.
11.
GOVERNING LAW.
THIS AGREEMENT WAS MADE IN
AND IS TO BE PERFORMED ENTIRELY WITHIN THE STATE OF CALIFORNIA, AND ITS
INTERPRETATION, ITS CONSTRUCTION AND THE REMEDIES FOR ITS ENFORCEMENT OR BREACH
ARE TO BE APPLIED PURSUANT TO, AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED BY FACSIMILE AND ANY NUMBER OF COUNTERPARTS AND SHALL CONSTITUTE AN
AGREEMENT BINDING ON ALL PARTIES NOTWITHSTANDING THAT ALL PARTIES ARE NOT
SIGNATORIES TO THE ORIGINAL OR THE SAME COUNTERPART PROVIDED THAT ALL PARTIES
ARE FURNISHED A COPY OR COPIES THEREOF REFLECTING THE SIGNATURE OF ALL PARTIES.
13.
DEFINITIONS.
ALL CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE LEASE.
14.
Inconsistencies Between the Lease and this
Agreement.
If there is any conflict or inconsistency between the terms of the
Lease and the terms of this Agreement, then the terms of this Agreement shall
control.
15.
CONFIDENTIALITY.
LESSOR SHALL
KEEP CONFIDENTIAL AND CAUSE ITS AGENTS, CONTRACTORS, EMPLOYEES AND
REPRESENTATIVES TO KEEP CONFIDENTIAL, AND SHALL NOT DIVULGE, DISCLOSE,
COMMUNICATE, USE OR MISUSE, ANY DOCUMENTS, INSTRUMENTS, FINANCIAL STATEMENTS OR
OTHER INFORMATION CONCERNING THE PREMISES, THE LEASE, THIS AGREEMENT OR ANY
NEGOTIATIONS OR DISCUSSIONS WITH RESPECT THERETO BETWEEN THE PARTIES (THE
3
"CONFIDENTIAL INFORMATION").
NOTWITHSTANDING THE FOREGOING, LESSEE SHALL BE
ENTITLED TO DISCLOSE AND COMMUNICATE THE CONFIDENTIAL INFORMATION TO ITS
LENDERS, ACCOUNTANTS, ATTORNEYS, AND INVESTORS AND TO THE EXTENT REQUIRED BY LAW
TO FEDERAL, STATE AND LOCAL AUTHORITIES, PROVIDED THAT LESSEE AGREES TO USE
REASONABLE EFFORTS TO NOTIFY SUCH GOVERNMENTAL AUTHORITIES THAT EACH PARTY
CONSIDERS SUCH INFORMATION CONFIDENTIAL AND TO PROVIDE LESSOR REASONABLE
OPPORTUNITY TO LEGALLY STOP SUCH DISCLOSURE.
16.
BROKERS.
THE PARTIES HERETO REPRESENT AND
WARRANT TO EACH OTHER THAT NEITHER PARTY DEALT WITH ANY BROKER OR FINDER IN
CONNECTION WITH THE CONSUMMATION OF THIS AGREEMENT AND EACH PARTY AGREES TO
PROTECT, DEFEND, INDEMNIFY, HOLD AND SAVE THE OTHER PARTY HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS OR LIABILITIES FOR BROKERAGE COMMISSIONS OR FINDER'S
FEES ARISING OUT OF EITHER OF THEIR ACTS IN CONNECTION WITH THIS AGREEMENT.
17.
Time is of the Essence.
Time is of the
essence of each and every term, condition, obligation and provision hereof.
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