Carbonite 2011 Annual Report Download - page 139

17.10 Examination of Lease; Binding on Parties . Each of the parties hereto acknowledges that it has read and reviewed this Lease and that it
has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against
Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. This
Lease shall not be binding or effective until each of the parties hereto has executed and delivered an original counterpart hereof to each other. No
contractual or other rights shall exist between Landlord and Tenant with respect to the Tenant Space until both have executed and delivered this Lease,
notwithstanding that Landlord has delivered to Tenant an unexecuted copy of this Lease. The submission of this Lease to Tenant shall not constitute the
grant of an option for the Tenant to lease, or otherwise create any interest by Tenant in, the Tenant Space. The execution of this Lease by Tenant and
return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has, in fact, executed and delivered this Lease
to Tenant.
17.11 Recordation . Neither Tenant nor any person or entity acting through, under or on behalf of Tenant shall record or cause the recordation of
this Lease, but Landlord agrees to execute, acknowledge and deliver a statutory form of Notice of Lease.
17.12 Authority
. Each of Landlord and Tenant represents to the other party that the person executing this Lease on its behalf is duly authorized to
execute and deliver this Lease pursuant to its respective by-
laws, operating agreement, resolution or other legally sufficient authority. Further, each party
represents to the other party that (i) if it is a partnership, the undersigned are all of its general partners, (ii) it has been validly formed or incorporated,
(iii) it is duly qualified to do business in the state in which the Property is located, and (iv) this Lease is being executed on its behalf and for its benefit.
17.13 Successors and Assigns . Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be
binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives and permitted successors and assigns.
17.14 Force Majeure . Except for the extent to which a party’
s obligations or rights are expressly stated herein to apply notwithstanding the effect
of Force Majeure events, a party shall incur no liability to the other party with respect to, and shall not be responsible for any failure to perform, any of
its obligations hereunder (other than payment obligations or obligations that may be cured by the payment of money (e.g., maintaining insurance)) if
such failure is caused by a Force Majeure event. The amount of time for a party to perform any of its obligations (other than payment obligations) shall
be extended by the amount of time such party is delayed in performing such obligation by reason of any Force Majeure event.
17.15 No Partnership or Joint Venture; No Third Party Beneficiaries . Nothing contained in this Lease shall be deemed or construed to create
the relationship of principal and agent, or partnership, or joint venturer, or any other relationship between Landlord and Tenant other than landlord and
tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant, and no other parties shall have any rights hereunder as
against Landlord.
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