execution of this Lease, the Property (as defined in
Exhibit A) was occupied by and in the possession of Tenant, which is an
affiliate of Seller.
C.
As provided in the Purchase Agreement, Landlord and Tenant are
entering into this Lease, pursuant to which Landlord shall lease to Tenant, and
Tenant shall lease from Landlord, approximately 59,457 square feet of space on
the entire second (2nd) and third (3rd) floors of the Building (the "Demised
Premises"), subject to the terms and conditions set forth in this Lease.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Landlord and Tenant hereby agree as follows:
DEFINITIONS; HEADINGS
I.
DEFINITIONS.
ALL TERMS WITH LEADING CAPITALS USED IN THIS
LEASE, AND ALL AGREEMENTS SUPPLEMENTAL HERETO, AND NOT OTHERWISE DEFINED SHALL
HAVE THE MEANINGS ASCRIBED THERETO IN EXHIBIT A, UNLESS THE CONTEXT OTHERWISE
REQUIRES.
II.
CAPTIONS.
THE CAPTIONS UNDER THE ARTICLE NUMBERS AND THE
SECTION HEADINGS OF THIS LEASE ARE FOR CONVENIENCE AND REFERENCE ONLY AND IN NO
WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT OF THIS LEASE NOR IN ANY WAY
AFFECT THIS LEASE.
III.
TABLE OF CONTENTS.
THE TABLE OF CONTENTS PRECEDING THIS LEASE,
ALTHOUGH UNDER THE SAME COVER, IS FOR THE PURPOSE OF CONVENIENCE AND REFERENCE
ONLY AND IS NOT TO BE DEEMED OR CONSTRUED IN ANY WAY AS PART OF THIS LEASE, NOR
AS SUPPLEMENTAL THERETO OR AMENDATORY THEREOF.
1
DEMISE; TITLE
I.
DEMISE OF PREMISES.
IN CONSIDERATION OF THE RENTS AND COVENANTS
HEREIN STIPULATED TO BE PAID AND PERFORMED, LANDLORD HEREBY DEMISES AND LETS TO
TENANT, AND TENANT HEREBY LEASES FROM LANDLORD, THE DEMISED PREMISES, UPON THE
TERMS AND CONDITIONS HEREINAFTER SPECIFIED.
II.
TITLE AND CONDITION.
THE DEMISED PREMISES ARE DEMISED AND LET
SUBJECT TO THE FOLLOWING (COLLECTIVELY, "EXISTING MATTERS"): (A) THE EXISTING
STATE OF THE TITLE OF THE PROPERTY AS OF THE LEASE COMMENCEMENT DATE; (B) ANY
STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION OF THE PROPERTY
MIGHT SHOW; (C) ALL ZONING REGULATIONS, RESTRICTIONS, RULES AND ORDINANCES,
BUILDING RESTRICTIONS AND OTHER LAWS AND REGULATIONS, NOW IN EFFECT OR HEREAFTER
ADOPTED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION; AND (D) THE CONDITION
OF THE PROPERTY AS OF THE LEASE COMMENCEMENT DATE WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND BY LANDLORD.
TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE,
LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES
CONCERNING OR WITH RESPECT TO (A) THE CURRENT NATURE, QUALITY OR CONDITION OF
THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION
OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY
OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH TENANT MAY CONDUCT THEREON, OR (C) THE CURRENT COMPLIANCE OF OR BY THE
DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY,
INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH