TeleNav 2011 Annual Report Download - page 150

delayed provided the same are consistent with Landlord’s signage standards attached hereto as Exhibit H (“ Signage Standards ”).
In addition,
the Signage and all Signage Specifications therefor shall be subject to Tenant’
s receipt of all required governmental permits and approvals, and
shall be subject to all applicable Laws, the Signage Standards and all Underlying Documents. Tenant hereby acknowledges that, notwithstanding
Landlord’
s approval of the Signage and/or the Signage Specifications therefor, Landlord has made no representations or warranties to Tenant
with respect to the probability of obtaining such approvals and permits. In the event Tenant does not receive the necessary permits and approvals
for the Signage, Tenant’s and Landlord’
s rights and obligations under the remaining provisions of this Lease shall not be affected. The cost of
installation of the Signage, as well as all costs of design and construction of such Signage and all other costs associated with such Signage,
including, without limitation, permits, maintenance and repair, shall be the sole responsibility of Tenant. Any approved Signage shall be installed
and removed at Tenant’
s expense. Tenant, at its sole expense, shall maintain all Signage in good condition and repair during the Term. Prior to
the expiration or earlier termination of this Lease, Tenant at its sole cost shall remove all of its Signage and repair any and all damage caused to
the Buildings and/or Project (including any fading or discoloration) by such Signage and/or the removal of such Signage from the Buildings
and/or Project.
24.2 Rights Personal to Tenant; Occupancy Requirements . Tenant’
s Signage Rights are personal to, and may be exercised only
by the Original Tenant and not by any assignee, sublessee or Transferee of Tenant’
s interest in this Lease, except that Tenant may transfer rights
to the Signage to a Permitted Assignee, provided that such Permitted Assignee occupies at least fifty percent (50%) of the rentable square
footage of the Premises and the name of the Permitted Assignee is not an “Objectionable Name”
as that term is defined below. Notwithstanding
the foregoing, (a) Tenant’
s rights to Monument Signage relating to a particular Building, if any, may be transferred to a Transferee consented to
by Landlord pursuant to Article
14 or to a Permitted Assignee, provided that such Transferee leases and occupies at least fifty percent (50%) of
the rentable square footage of such Building and the name of the Transferee is not an “Objectionable Name”;
and (b) as to each Building,
Tenant’s rights to Building Signage may be transferred to a Transferee consented to by Landlord pursuant to Article 14
or to a Permitted
Assignee, provided that such Transferee leases and occupies one hundred percent (100%) of the rentable square footage of the particular
Building and the name of the Transferee is not an “Objectionable Name”. No other assignee, sublessee or Transferee of Tenant’
s interest in this
Lease shall have the benefit of any of Tenant’s Signage Rights. For purposes hereof, “ Objectionable Name ”
means any name that in
Landlord’s commercially reasonable judgment, detracts from or adversely affects the reputation, marketability or value of the Project.
ARTICLE 25
COMPLIANCE WITH LAW; HAZARDOUS SUBSTANCES
25.1 Compliance with Laws .
25.1.1 Tenant’s Obligations . Except as expressly made the obligation of Landlord under Section 25.1.2
, Tenant, at its
expense, shall comply with all applicable Laws relating to (a) the operation of its business at the Project, or (b) the use, condition, configuration
or occupancy of the Premises, including the Building Systems (collectively, “ Tenant’s Compliance Obligations ”);
provided, however, that
Tenant’
s Compliance Obligations shall not include the performance of any Alterations to the Premises to comply with Laws if such Alterations
would properly be classified as a capital expenditure under GAAP or would require structural modifications to the Building, unless such
Alterations are related to or arise out of the following (“ Tenant’s Specific Use ”): (
i) any Alterations made by Tenant or any Tenant Party to the
Premises, (ii) any Tenant Specialized Improvements or (iii) the use of the Premises for purposes other than general office use. If, in order to
comply with any such Law, Tenant must obtain or deliver any permit, certificate or other document evidencing such compliance, upon request
by Landlord, Tenant shall provide a copy of such document to Landlord promptly after request. In addition, if a change to any Building or
Exterior Areas becomes required under any applicable Law as a result of Tenant’s Specific Use, Tenant’
s Compliance Obligations shall include
and Tenant, upon demand, shall (x) make such change at Tenant’
s cost or, (y) if Tenant so elects, pay Landlord the cost of making such change,
and pay Landlord a fee for Landlord’
s oversight and coordination of such work equal to 1.5% of its cost. The judgment of any court of
competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has
violated (or that, because of Tenant’
s Specific Use, a change to the Building or Exterior Areas has become required under) any of such
applicable Laws shall be conclusive of that fact as between Landlord and Tenant. As used herein, “ Laws ”
means the laws, ordinances,
regulations and requirements, whether now or hereafter in effect, of the United States of America, the State of California, the local municipal or
county governing body, and any other lawful authority having jurisdiction over the Project or the parties. Notwithstanding anything to the
contrary in this Lease, this provision shall not apply to any express obligation of Landlord under Section 25.1.2
, any failure of the Premises to
be in the Required Delivery Condition on the Premises Delivery Date, any failure of the Landlord’
s Work to comply with Laws or any obligation
of the parties to comply with Environmental Laws (which shall be governed by
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