Common use of Additional Premises Tenant Improvements Clause in Contracts

Additional Premises Tenant Improvements. Tenant acknowledges, represents and agrees to the following: (i) Tenant shall be responsible for making its own inspection and investigation of the Additional Premises and other portions of the Building, (ii) Tenant shall be responsible for investigating and establishing the suitability of the Additional Premises for Tenant’s intended use thereof, and all zoning and regulatory matters pertinent thereto, (iii) Tenant is leasing the Additional Premises “AS IS” based on its own inspection and investigation after the expiration of the thirty (30) day “punch list” period and not in reliance on any statement, representation, inducement or agreement of Landlord or its agents, employees or representatives, except as expressly set forth elsewhere in the Lease, (iv) the Additional Premises, upon the earlier of Tenant’s possession or Tenant’s entry into the Additional Premises to construct or install improvements, were in good order and satisfactory condition, and (v) no rights to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. Landlord shall perform the demolition, remodeling, replacement and/or installation work provided for on Exhibit A attached hereto (“Additional Premises Tenant Improvements”). For the purposes of the Lease, as it applies to the Additional Premises, possession of the Additional Premises shall be deemed delivered or tendered to Tenant, and accepted by Tenant (subject to Landlord’s obligation to complete Punch List items), upon Substantial Completion (as those terms are defined in Exhibit A) and Landlord has given Tenant written notice thereto.

Additional Premises Tenant Improvements. Tenant acknowledges, represents and agrees to the following: (i) Tenant shall be responsible for making its own inspection and investigation of the Additional Premises and other portions of the Building, (ii) Tenant shall be responsible for investigating and establishing the suitability of the Additional Premises for Tenant’s intended use thereof, and all zoning and regulatory matters pertinent thereto, (iii) Tenant is leasing the Additional Premises “AS IS” based on its own inspection and investigation after the expiration of the thirty (30) day “punch list” period and not in reliance on any statement, representation, inducement or agreement of Landlord or its agents, employees or representatives, except as expressly set forth elsewhere in the Lease, (iv) the Additional Premises, upon the earlier of Tenant’s possession or Tenant’s entry into the Additional Premises to construct or install improvements, were in good order and satisfactory condition, and (v) no rights to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. Landlord shall perform the demolition, remodeling, replacement and/or installation work provided for on Exhibit A attached hereto (“All Additional Premises Tenant Improvements”). For the purposes of the Lease, as it applies to the Additional Premises, possession of the Additional Premises Improvements shall be deemed delivered or tendered to performed by Tenant’s contractor, at Tenant’s sole cost and accepted by Tenant expense (subject to Landlord’s obligation obligations with respect to complete Punch List itemsany portion of the Additional Premises TI Allowance and in substantial accordance with the Approved Plans (as defined below), upon Substantial Completion the Lease and this Work Letter. To the extent that the total projected cost of the Additional Premises Tenant Improvements (as those projected by Landlord) exceeds the Additional Premises TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Additional Premises Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to the Additional Premises TI Allowance payable by Landlord. If the cost of the Additional Premises Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Additional Premises Tenant Improvements shall be new or “like new;” the Additional Premises Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Additional Premises Tenant Improvements shall be of a nature and character not less than the building standard. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Additional Premises Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Additional Premises Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and Article 17 of the Lease, the terms are defined in Exhibit A) and Landlord has given Tenant written notice theretoof this Work Letter shall govern.

Additional Premises Tenant Improvements. Tenant acknowledges, represents and agrees 6.1 Landlord shall use commercially reasonable efforts to the following: (i) Tenant shall be responsible for making its own inspection and investigation tender possession of the Additional Premises and other portions of to Tenant on January 1, 2019 (the Building, (ii) Tenant shall be responsible for investigating and establishing the suitability of the “Estimated Additional Premises for Tenant’s intended use thereofCommencement Date”), and all zoning and regulatory matters pertinent thereto, with the work (iii) Tenant is leasing the Additional Premises “AS IS” based on its own inspection and investigation after the expiration of the thirty (30) day “punch list” period and not in reliance on any statement, representation, inducement or agreement of Landlord or its agents, employees or representatives, except as expressly set forth elsewhere in the Lease, (iv) the Additional Premises, upon the earlier of Tenant’s possession or Tenant’s entry into the Additional Premises to construct or install improvements, were in good order and satisfactory condition, and (v) no rights to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. Landlord shall perform the demolition, remodeling, replacement and/or installation work provided for on Exhibit A attached hereto (“Additional Premises Tenant Improvements”) required of Landlord described in the Additional Premises Work Letter attached hereto as Exhibit B (the “Additional Premises Work Letter”) Substantially Complete (as defined below). For Tenant agrees that in the purposes of event such work is not Substantially Complete on or before the LeaseEstimated Additional Premises Commencement Date for any reason, as it applies to the Additional Premises, possession then (a) neither this Amendment nor Tenant’s lease of the Additional Premises shall be deemed delivered void or tendered to Tenantvoidable, and accepted by (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. With respect to the Additional Premises Tenant Improvements, the term “Substantially Complete” or “Substantial Completion” means that the Additional Premises Tenant Improvements are substantially complete in accordance with the Approved Additional Premises Plans (subject as defined in the Additional Premises Work Letter), except for minor punch list items. Notwithstanding anything in this Amendment (including the Additional Premises Work Letter) to the contrary, Landlord’s obligation to complete Punch List items), upon timely achieve Substantial Completion (shall be subject to extension on a day-for-day basis as those terms are defined a result of Force Majeure. Furthermore, in Exhibit A) the event of any Default by Tenant, and at any time thereafter, with or without notice or demand and without limiting Landlord has given in the exercise of any right or remedy that Landlord may have, Landlord shall have the right to halt any Additional Premises Tenant written notice theretoImprovements and order Landlord’s contractors, subcontractors, consultants, designers and material suppliers to stop work. All references to the “Tenant Improvements” in the Original Lease, other than such references in Article 4 and Article 5 of the Original Lease and the initial Work Letter attached to the Original Lease, shall be deemed to include the Additional Premises Tenant Improvements constructed in accordance with this Amendment. The references to the “Work Letter” in Sections 10.6 and 18.9 of the Original Lease shall mean the Additional Premises Work Letter attached to this Amendment with respect to the Additional Premises Tenant Improvements constructed in accordance with this Amendment.

Additional Premises Tenant Improvements. Tenant acknowledges, represents (a) The provisions of this Section 5 and agrees the work letter attached hereto as Exhibit B (the “Work Letter”) shall apply solely to the following: Additional Premises. Neither this Section 5 nor the Work Letter shall apply to improvements performed in any additional premises added to the Premises at any time or from time to time after the Effective Date, whether by any options under the Lease or otherwise; or to any portion of the Premises or any additions to the Premises in the event of a renewal or extension of the Term, whether by any options under the Lease or otherwise. (ib) With respect to the Additional Premises, the “Additional Premises Commencement Date” shall be the date that Landlord delivers to Tenant vacant possession of the Additional Premises. Tenant shall be responsible for making its own inspection execute and investigation deliver to Landlord written acknowledgement of the Additional Premises and other portions of Commencement Date within ten (10) days after the Building, (ii) Tenant shall be responsible for investigating and establishing the suitability occurrence of the Additional Premises for Tenant’s intended use thereofCommencement Date in the form attached hereto as Exhibit C. Failure to execute and deliver such acknowledgement, and all zoning and regulatory matters pertinent theretohowever, (iii) Tenant is leasing shall not affect the Additional Premises “AS IS” based on its own inspection and investigation after the expiration of the thirty (30) day “punch list” period and not in reliance on any statement, representation, inducement Commencement Date or agreement of Landlord or its agents, employees or representatives, except as expressly set forth elsewhere in the Lease, (iv) the Additional Premises, upon the earlier of TenantLandlord’s possession or Tenant’s entry into liability under the Lease. Subject to the rights of the existing tenant, Landlord agrees to use commercially reasonable efforts to cause the Additional Premises Commencement Date to construct occur on or install improvementsbefore May 1, were in good order and satisfactory condition2020, and in any event no earlier than January 1, 2020 and no later than August 1, 2020 (v“Outside Target Additional Premises Delivery Date”). For each day after the Outside Target Additional Premises Delivery Date that the Additional Premises Commencement Date is delayed for any reason, then Tenant shall be entitled to two (2) no rights days of abatement of Base Rent payable pursuant to light or air over any propertySection 6(a) below for the Additional Premises for every day past the Outside Target Additional Premises Delivery Date that the Additional Premises Commencement Date is delayed. (c) Tenant shall, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. Landlord shall perform at its sole cost and expense cause the demolition, remodeling, replacement and/or installation work provided for on Exhibit A attached hereto described in the Approved Plans (as defined in the Work Letter) (the “Additional Premises Tenant Improvements”) to be constructed in the Additional Premises, provided that Landlord shall provide to Tenant a tenant improvement allowance equal to One Million Five Thousand Eight Hundred Seventy and 00/100 Dollars ($1,005,870.00) (based upon Thirty and No/100 Dollars ($30.00) per square foot of Rentable Area of the Additional Premises) (the “Additional Premises TI Allowance”). For The Additional Premises TI Allowance may be applied to the purposes costs of (a) construction, (b) project review by Landlord (which fee shall (i) be equal to three percent (3%) of cost of the Additional Premises Tenant Improvements and (ii) satisfy the payment required pursuant to Section 17.10 of the Lease), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related professional or consulting services performed by third parties hired by, but unaffiliated with, Tenant, (e) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits, approvals or for inspections of the Additional Premises Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures, including but not limited to wiring, information technology and telecommunications systems. In no event shall the Additional Premises TI Allowance be used for (v) the cost of work that is not authorized by the Approved Plans or otherwise approved in writing by Landlord, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs resulting from any default by Tenant of its obligations under the Lease or (z) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). (d) Tenant shall have until the date that is nine (9) months after the Additional Premises Commencement Date (the “Additional Premises TI Deadline”), to submit Fund Requests (as defined in the Work Letter) to Landlord for disbursement of the unused portion of the Additional Premises TI Allowance, after which date Landlord’s obligation to fund any such costs for which Tenant has not submitted a Fund Request to Landlord shall expire. In no event shall any unused Additional Premises TI Allowance entitle Tenant to a credit against Rent payable under the Lease. (e) Prior to entering upon the Additional Premises, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of Article 23 of the Existing Lease, as it applies amended by Section 12 hereof, are in effect with respect to the Additional Premises, possession of the Additional Premises shall be deemed delivered or tendered to Tenant, and accepted by Tenant (subject to Landlord’s obligation to complete Punch List items), upon Substantial Completion (as those terms are defined in Exhibit A) and Landlord has given Tenant written notice thereto.