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REV: 07-15-24 VR <br />which obligation on the part of the other party shall be deemed to have accrued on the date <br />of the commencement of such action. . <br />31. Late Charge. If any amount due Landlord from Tenant hereunder has not been <br />received within five (5) days of its due date, Tenant shall pay to Landlord, without notice <br />or demand, as additional rent, five percent (5%) of the overdue amount as a late charge. <br />Such overdue amount shall also bear interest, as additional rent, at the maximum rate <br />permissible by law calculated, as appropriate, from the date of receipt of said notice until <br />the date of payment to Landlord. Landlord's acceptance of any late charge or interest shall <br />not constitute a waiver of Tenant's default with respect to the overdue amount or prevent <br />Landlord from exercising any of the other rights and remedies available to Landlord under <br />this Lease or any law now or hereafter in effect. Notwithstanding the foregoing, Landlord <br />will not assess a late charge until Landlord has given written notice of such late payment <br />for the first late payment in any twelve (12) month period and after Tenant has not cured <br />such late payment within three (3) days from receipt of such notice. No other notices will <br />be required during the following twelve (12) months for a late charge to be incurred. <br />32. Definition of Landlord. In the event of any transfer, assignment or other <br />conveyance or transfer of any such title or interest, Landlord herein named (and in case of <br />any subsequent transfers or conveyances, the then grantor) shall be automatically freed and <br />relieved from and after the date of such transfer, assignment or conveyance of all liability <br />with respect to the performance of any covenants or obligations on the part of Landlord <br />contained in this Lease thereafter to be performed. <br />33. Time. Time is of the essence with respect to the performance of every provision of <br />this Lease in which time or performance is a factor. <br />34. Prior Agreement; Amendments. This Lease contains all of the agreements of the <br />parties hereto with respect to any matter covered or mentioned in this Lease, and no prior <br />agreement or understanding, oral or written, express or implied, pertaining to any such <br />matter shall be effective for any purpose. No provision of this Lease may be amended or <br />added to except by an agreement in writing signed by the parties hereto or their respective <br />successors in interest. The parties acknowledge that all prior agreements, representations <br />and negotiations are deemed superseded by the execution of this Lease to the extent they <br />are not incorporated herein. <br />35. Severability. Any provision of this Lease which shall prove to be invalid, void or <br />illegal in no way affects, impairs or invalidates any other provision hereof, and such other <br />provisions shall remain in full force and effect. <br />36. Limitation on Liability. The obligations of Landlord under this Lease do not <br />constitute personal obligations of the individual directors, officers or shareholders of <br />Landlord, and Tenant shall not seek recourse against the individual partners, directors, <br />officers or shareholders of Landlord or any of their personal assets for satisfaction of any <br />liability in respect to this Lease. In consideration of the benefits accruing hereunder, Tenant <br />and all successors and assigns covenant and agree that in the event of any actual or alleged <br />ATTY/AGR.2024.108/Sequoia Healthcare District (Office Lease Agreement) (Page 19 of 23)