Commencement Agreement, Tenant will acknowledge that the Premises
are in a reasonable and acceptable condition of habitability for their intended
use, and the agreed rental payments are fair and reasonable.
9
(C)
TENANT ACKNOWLEDGES AND AGREES THAT
LANDLORD SHALL NOT BE LIABLE TO TENANT FOR ANY LOSS TO TENANT OR INJURY TO ITS
PROPERTY OR TO THE PROPERTY OF ANY OTHER PERSON BY REASON OF THE CONSTRUCTION OF
THE BUILDING AND OTHER IMPROVEMENTS LOCATED UPON THE PREMISES, THE MATERIALS
USED IN SAID CONSTRUCTION, THE DESIGN THEREOF, THE CONDITION THEREOF, ANY
DEFECTS THEREIN, OR ANY ALTERATIONS, ADDITIONS, IMPROVEMENTS, CHANGES OR
REPLACEMENTS THERETO AND THEREOF.
(D)
LANDLORD SHALL NOT BE LIABLE TO TENANT FOR
ANY DAMAGES, COMPENSATION, OR CLAIM BY REASON OF THE INCONVENIENCE OR ANNOYANCE
ARISING FROM THE NECESSITY OF REPAIRING ANY PORTION OF THE PREMISES OR THE
BUILDING OR IMPROVEMENTS ERECTED THEREON, INTERRUPTION IN THE USE OR OCCUPANCY
THEREOF, OR THE TERMINATION OF THIS LEASE BY REASON OF THE PARTIAL OR TOTAL
DESTRUCTION OF THE PREMISES OR THE BUILDING AND IMPROVEMENTS ERECTED THEREON.
(E)
WITHOUT LIMITING THE EFFECT OF THE RELEASE
STATED IN PARAGRAPHS 16(A) THROUGH (D) ABOVE, LANDLORD SHALL NOT BE DEEMED IN
BREACH OF THIS LEASE FOR ANY REASON WHATSOEVER UNLESS (I) TENANT SHALL HAVE
DELIVERED TO LANDLORD WRITTEN NOTICE SETTING FORTH THE SPECIFIC DETAILS OF ALL
FACTS, EVENTS OR OCCURRENCES UPON WHICH TENANT RELIES IN ASSERTING SUCH BREACH,
AND (II) LANDLORD SHALL HAVE FAILED TO CURE THE ALLEGED BREACH WITHIN THIRTY
(30) DAYS OF RECEIPT OF SUCH WRITTEN NOTICE, IT BEING AGREED THAT ANY BREACH
WHICH IS OF A TYPE THAT REASONABLY REQUIRES LONGER THAN THIRTY (30) DAYS TO CURE
SHALL BE DEEMED CURED WITHIN SUCH 30-DAY PERIOD IF LANDLORD COMMENCES TO CURE
SUCH BREACH WITHIN SUCH 30-DAY PERIOD AND DILIGENTLY PROCEEDS TO COMPLETE THE
CURE OF SUCH BREACH THEREAFTER.
17.
ASSIGNMENT AND SUBLETTING.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THE
IMMEDIATELY FOLLOWING SENTENCE, TENANT SHALL NOT ASSIGN, MORTGAGE OR PLEDGE THIS
LEASE, OR SUBLET THE PREMISES OR ANY PART THEREOF, OR PERMIT ANY OTHER PERSON TO
OCCUPY THE PREMISES OR ANY PART THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF
LANDLORD.
SUCH PRIOR CONSENT SHALL NOT BE REQUIRED IF TENANT MAKES AN
ASSIGNMENT OR SUBLEASE TO (I) ANY CORPORATION OR OTHER LEGAL ENTITY WHICH OWNS
DIRECTLY OR INDIRECTLY ALL OR SUBSTANTIALLY ALL OF THE STOCK OF TENANT, (II) ANY
CORPORATION OR OTHER LEGAL ENTITY OF WHICH MORE THAN ONE-HALF THE STOCK IS OWNED
BY TENANT, OR (III) ANY CORPORATION INTO WHICH TENANT MAY BE CONVERTED OR WITH
WHICH TENANT MAY BE MERGED, PROVIDED THAT PRIOR TO TAKING POSSESSION OF ANY PART
OF THE PREMISES, SUCH CORPORATION OR OTHER LEGAL ENTITY SHALL SIGN AN ASSUMPTION
AGREEMENT IN FORM SATISFACTORY TO LANDLORD, WHEREBY SUCH CORPORATION OR OTHER
LEGAL ENTITY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LEASE.
(B)
LANDLORD SHALL NOT WITHHOLD ITS CONSENT TO
ANY ASSIGNMENT OR SUBLETTING TO ANY CORPORATION OR OTHER LEGAL ENTITY HAVING
FINANCIAL STRENGTH THE SAME AS OR GREATER