8x8 2009 Annual Report Download - page 130

representation is untrue at any time during the Term, an Event of Default will be deemed to have occurred, without the
necessity of notice to Tenant.
33. FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord’ s request, Tenant shall deliver to
Landlord a copy, certified by an officer of Tenant as being a true and correct copy, of Tenant’ s most recent audited financial
statement, or, if unaudited, certified by Tenant’ s chief financial officer as being true, complete and correct in all material
respects. Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant at any time, and shall execute
such further authorizations as Landlord may reasonably require in order to obtain a credit report. Notwithstanding the
foregoing, Landlord shall not request financial statements more than once in each consecutive one (1) year period during the
Term unless (i) Tenant is in default beyond any applicable notice and cure period, (ii) Landlord reasonably believes that there
has been an adverse change in Tenant’ s financial position since the last financial statement provided to Landlord, or (iii)
requested (a) in connection with a proposed sale or transfer of the Building by Landlord, or (b) by an investor of Landlord,
any Landlord Entity or any lender or proposed lender of Landlord or any Landlord Entity. At Tenant’ s request, Landlord
shall enter into a confidentiality agreement with Tenant, which agreement is reasonably acceptable to Landlord and covers
confidential financial information provided by Tenant to Landlord. Notwithstanding the foregoing, so long as Tenant is a
publicly traded company on an “over-the-counter” market or any recognized national or international securities exchange, the
foregoing shall not apply so long as Tenant’ s current public annual report (in compliance with applicable securities laws) for
such applicable year is available to Landlord in the public domain.
34. COMMISSIONS. Each of the parties represents and warrants to the other that it has not dealt with any broker or
finder in connection with this Lease, except as described on the Reference Pages.
35. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its provisions. This Lease shall
in all respects be governed by the laws of the state in which the Building is located. Whenever a period of time is prescribed
for the taking of an action by Landlord, the period of time for the performance of such action shall be extended by the
number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war,
terrorist acts, pandemics, civil disturbances and other causes beyond the reasonable control of the performing party.
36. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms, covenants and conditions
contained in this Lease shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators and
assigns of the parties to this Lease.
37. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all agreements of the parties to this
Lease and supersedes any previous negotiations. There have been no representations made by the Landlord or any of its
representatives or understandings made between the parties other than those set forth in this Lease and its exhibits. This
Lease may not be modified except by a written instrument duly executed by the parties to this Lease.
38. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a reservation of the
Premises. Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and
has delivered to Tenant a copy of this Lease duly executed by Landlord, and until such delivery Landlord reserves the right to
exhibit and lease the Premises to other prospective tenants. Notwithstanding anything contained in this Lease to the contrary,
Landlord may withhold delivery of possession of the Premises from Tenant until such time as Tenant has paid to Landlord
any security deposit required by Article 5, the first month’ s rent as set forth in Article 3 and any sum owed pursuant to this
Lease.
39. RECORDATION. Tenant shall not record or register this Lease or a short form memorandum hereof without the
prior written consent of Landlord, and then shall pay all charges and taxes incident to such recording or registration.
40. OPTION TO RENEW. Provided this Lease is in full force and effect and Tenant is not in default under any of the
other terms and conditions of this Lease beyond any applicable notice and cure periods at the time of notification or
commencement, Tenant shall have one (1) option to renew (the “Renewal Option”) this Lease for a term of twelve (12)
months or thirty-six (36) months (the “Renewal Term”), at Tenant’ s option, for the portion of the Premises being leased by
Tenant as of the date the Renewal Term is to commence, on the same terms and conditions set forth in this Lease, except as
modified by the terms, covenants and conditions as set forth below:
40.1 If Tenant elects to exercise the Renewal Option, then Tenant shall provide Landlord with written notice no
earlier than the date which is two hundred and seventy (270) days prior to the expiration of the Term of this Lease but no
later than the date which is one hundred and eighty (180) days prior to the expiration of the Term of this Lease. If Tenant
fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Term of this Lease. At the
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