SEC Filings

AVEXIS, INC. filed this Form S-1 on 01/15/2016
Entire Document


of possession by the condemning authority, and without apportionment of the award. Current rent shall be apportioned as of the date of such termination. If any part of the Building shall be so taken or so condemned, or, if the grade of any street or alley adjacent to the Building is changed by any government authority and such taking or change of grade makes it necessary or desirable to demolish, substantially remodel, or restore the Building, Landlord shall have the right to cancel this Lease upon not less than ninety (90) days’ prior notice to Tenant.


B.       If a portion of the Premises shall be lawfully taken or condemned or conveyed under threat of condemnation but thereafter the Premises can be used by Tenant for the same purpose and with substantially the same utility, this Lease shall not be terminated and Landlord shall repair the Premises, Building, and/or common area (to the extent applicable), and the Lease shall be amended, if applicable, to reduce Tenant’s Proportion and Rent in the proportion of the amount of the Premises taken. No money or other consideration shall be payable by Landlord to Tenant for any right of cancellation or temporary taking, and Tenant shall have no right to share in any condemnation award or in any judgment for damages caused by a change of grade.


15.       Waiver of Claim and Indemnity. Subject to the provisions of Section 12 hereof, to the extent permitted by law, Tenant hereby releases Landlord, its beneficiaries, and their respective agents, employees, mortgagees and partners (all of said parties are, for the purposes of this Section 15 collectively referred to as “Indemnitees”) from, and waives all claims against such parties for, damage to property sustained by Tenant or any occupant of the Building or Premises resulting from the Building or Premises, or any part of either, or any equipment or appurtenance, becoming out of repair, or resulting from any accident in or about the Building, or resulting, directly or indirectly, from any act or neglect of any tenant or occupant of the Building or of any other person, including the Indemnitees, except to the extent caused by the negligence, willful misconduct, unlawful act or breach of this Agreement by Landlord or its employees, agents, contractors, subcontractors, partners or invitees. This release shall apply especially, but not exclusively, to damage from the flooding of basements or other subsurface areas, and to damage caused by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, stain, excessive heat or cold, failing plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or plumbing mixtures, and shall apply equally whether any such damage results from the act or neglect of other tenants, or occupants in the Building or of any other person, and whether such damage be caused or result from any thing or circumstance referred to hereinabove in this Section 15, or any other thing or circumstance whether of a like nature or of a wholly different nature, except if caused or resulting from any relevant Indemnitee’s negligence or willful misconduct. Subject to the provisions of Section 12 hereof, if any damage to property, whether to the Premises or to the Building or any part thereof, or whether to Landlord or to other tenants in the Building, results from any negligence or misconduct of Tenant, its employees, agents, invitees and customers, Tenant shall be liable therefor and Landlord may, at Landlord’s option, repair such damage and Tenant shall, upon demand by Landlord, reimburse Landlord forthwith for the total cost of such repairs. Tenant shall indemnify and save Landlord harmless against any and all claims, suits, demands, actions, fines, damages, and liabilities, and all costs and expenses thereof (including without limitation reasonable attorney’s fees) arising out of injury to persons (including death) or property occurring in, on or about, or arising out of the Premises or other areas in or serving the Building to the extent caused or occasioned by any negligence or misconduct of Tenant, its agent(s), contractor(s), employee(s), licensee(s), servant(s) and subcontractor(s).


Landlord indemnifies, defends and holds Tenant harmless from claims for personal injury, death or property damage caused by the negligence, willful misconduct, unlawful act or breach of this Agreement by Landlord, its employees, agents, contractors, subcontractors, partners or invitees.


16.       Assignment/Subletting.


A.       Tenant shall not, without Landlord’s prior written consent, which in each instance shall not be unreasonably withheld, conditioned or delayed: (i) assign, transfer, hypothecate, mortgage, encumber, or convey, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow any transfer of, or any lien upon, Tenant’s interest in this Lease by operation of law; (iii) sublet the Premises in whole or in part or (iv) allow the use or occupancy of any portion of the Premises for a use other than the Use or by anyone other than Tenant or Tenant’s employees, contractors, subcontractors or consultants. Tenant shall have the right to sublet or assign all or any portion of the Premises to any related entity or affiliate of Tenant, by merger, acquisition, consolidation, or any successor company, without Landlord’s approval or consent. Tenant shall provide written notice of any such assignment or sublease.


Notwithstanding the foregoing, should any provision, rule or law governing Landlord’s consent to a sublease or assignment require Landlord to exercise reason in the consideration of the granting or denying of consent, Landlord may take into consideration the business activity, reputation and creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises: the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; provided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to be unreasonable.



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