Shutterfly 2008 Annual Report Download - page 94

any entitlement to any commission in connection with this transaction except American Asset Corporation and Trammel Crow Services, Inc. (the “Broker”).
Landlord and Tenant
agree to indemnify and save each other harmless from and against any and all claims, suits, liabilities, costs, judgments and expenses, including reasonable attorneys’
fees, for any
leasing commissions or other commissions, fees, charges or payments resulting from or arising out of their respective actions in connection with this Lease except as to
Broker. Landlord agrees to be responsible for the leasing commission due Broker pursuant to a separate written agreement between Landlord and Broker, and to hold Tenant harmless
respecting same.
33. MISCELLANEOUS .
(a) Rules and Regulations . Landlord shall have the right from time to time to prescribe reasonable rules and regulations (the “Rules and Regulations”) for Tenant’
s use
of the Premises and the Building, provided same do not materially adversely affect Tenant’s use or occupancy of the Premises or the operation of Tenant’
s business. A copy of
Landlord’s current Rules and Regulations respecting the Premises and the Building is attached hereto as Exhibit ”D” . Subject to paragraph 9 of Exhibit “D”
and to paragraph 6 of
Exhibit “E”
attached hereto, Tenant shall abide by and use reasonable efforts to actively enforce on all its employees, agents, invitees and licensees such regulations including without
limitation rules governing parking of vehicles in designated portions of the Building.
(b) Evidence of Authority
. If requested by Landlord, Tenant shall furnish appropriate legal documentation evidencing the valid existence and good standing of Tenant
and the authority of any parties signing this Lease to act for Tenant.
(c) Limitation of Landlord’s Liability . If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’
s part to be performed, and, as a
consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied solely out of the proceeds of sale received upon execution of
such judgment levied thereon against the right, title and interest of Landlord in the Building as the same may then be encumbered; and neither Landlord nor, if Landlord be a
partnership, any of the partners comprising Landlord shall have any personal liability for any deficiency. It is understood and agreed that in no event shall Tenant or any person
claiming by or through Tenant have the right to levy execution against any property of Landlord other than its interest in the Building as hereinbefore expressly provided.
(d) Nature and Extent of Agreement
. This Lease, together with all exhibits hereto, contains the complete agreement of the parties concerning the subject matter, and
there are no oral or written understandings, representations, or agreements pertaining thereto which have not been incorporated herein. This Lease creates only the relationship of
Landlord and Tenant between the parties, and nothing herein shall impose upon either party any powers, obligations or restrictions not expressed herein. This Lease shall be construed
and governed by the laws of the state in which the Premises are located.
(e) Binding Effect
. This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Lease
shall not be binding on Landlord until executed by an authorized representative of Landlord and delivered to Tenant. No amendment or modification to this Lease shall be binding
upon Landlord unless same is in writing and executed by an authorized representative of Landlord.
(f) Captions and Headings
. The captions and headings in this Lease are for convenience and reference only, and they shall in no way be held to explain, modify, or
construe the meaning of the terms of this Lease.
(g) Intentionally Deleted .
(h) Intentionally Deleted.
(i) Lease Review
. The submission of this Lease to Tenant for review does not constitute a reservation of or option for the Premises, and this Lease shall become
effective as a contract only upon execution and delivery by Landlord and Tenant.
34. SEVERABILITY
. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law notwithstanding the invalidity of any other term or provision hereof.
35. REVIEW OF DOCUMENTS
. If, following the execution of this Lease, either party hereto requests that the other party execute any document or instrument that is
other than (i) a document or instrument the form of which is attached hereto as an exhibit, or (ii) a document that solely
sets forth facts or circumstances that are then existing and
reasonably ascertainable by the requested party with respect to this Lease ( e.g. , an estoppel certificate), then the party making such request shall be responsible for paying the out-of-
pocket costs and expenses, including without limitation, the attorneys fees, incurred by the requested party in connection with the review
(and, if applicable, the negotiations) related to
such document(s) or instrument(s), regardless of whether such document(s) or instrument(s) is (are) ever executed by the requested party. In the event the requesting party is Tenant,
all such costs and expenses incurred by Landlord in connection with its review and negotiation of any such document(s) or instrument(s) shall be deemed to be Additional Rental due
hereunder and shall be payable by Tenant promptly upon demand.
36. SPECIAL STIPULATIONS . (Special stipulations shall control if in conflict with any of the foregoing provisions of this Lease.) See Exhibit ”E”
attached hereto
and made a part hereof by this reference.