Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 6 contracts
Samples: Office Lease Agreement (NYTEX Energy Holdings, Inc.), Office Lease Agreement (NYTEX Energy Holdings, Inc.), Office Lease Agreement (NYTEX Energy Holdings, Inc.)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 5 contracts
Samples: Office Lease Agreement (Neurobiological Technologies Inc /Ca/), Office Lease Agreement (Upek Inc), Office Lease Agreement (L-1 Identity Solutions, Inc.)
Adjustment of Commencement Date; Possession. 3.01 If Pursuant to the Work Letter, Landlord is required shall use commercially reasonable efforts to perform complete the Landlord Work (as defined in the Work Letter attached as Exhibit C) prior to the Commencement Date: July 1, 2007 (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) ). In the actual Commencement Date shall be the date on which event the Landlord Work is Substantially Complete (defined below); and (c) before or after the Termination Date will Target Commencement Date, the last day date of Substantial Completion of the Term as determined based upon Landlord Work shall be the actual Commencement Date. Landlord shall provide the Tenant will five (5) business days advance notice of Substantial Completion. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date Date, subject to Tenant Delay as hereafter provided, shall not be a default by Landlord or otherwise render Landlord liable for damagesdamages except that the Tenant may remain in its existing premises in the Building located on the third (3rd) floor of “building 2” in Suite No. 232 (the “Prior Premises”) pursuant to the lease dated December 14, 2004 between Landlord (successor-in-interest to Lexington Corporate Center Associates, LLC) and Tenant (the “Prior Lease”) without being deemed in holdover until such time as the Landlord Work is Substantially Complete. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a in such commencement letter agreement setting forth such adjusted dateagreement. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises and the Landlord has delivered a Certificate of Occupancy for the Premises, to the extent same is required. If Landlord is delayed in the performance of the Landlord Work or its ability to deliver a Certificate of Occupancy, to the extent required, as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, the relocation of the existing supplemental HVAC unit by the Tenant, the Tenant’s failure to comply with any of its obligations under this Lease, Lease or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work Commencement Date shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work would have been completed absent any a Tenant Delay. In order for a Tenant Delay to occur, the Landlord shall notify the Tenant that a Tenant Delay is about to occur specifying the action required by the Tenant. The Tenant shall have three (3) business days to comply before a Tenant Delay occurs. In the event the Commencement Date does not occur on or before November 1, 2007, due to the fault of the Landlord, subject to Force Majeure and Tenant Delay, then Tenant may terminate this Lease upon written notice to Landlord effective thirty (30) days after Landlord’s receipt of such notice; provided however that if Substantial Completion occurs within said thirty (30) days, such termination notice shall be void and without force or effect. Upon any such termination, Landlord shall return all amounts paid by Tenant hereunder and thereafter the obligations of the parties hereunder shall be null and void and without recourse to either party.
Appears in 3 contracts
Samples: Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc), Office Lease Agreement (Imprivata Inc)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon a period of 12 months and 0 days from the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. D which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 2 contracts
Samples: Office Lease Agreement (Opta Corp), Office Lease Agreement (Opta Corp)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date3.01. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performedperformed in a good and workmanlike manner, other than any minor details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date that Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises for the Permitted Use (or would have received such approvals absent any Tenant Delays). If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, if any choice specified by Tenant of materials or equipment is a long lead item which may cause a Tenant Delay. If Landlord determines that Landlord will be unable to deliver the Premises in the condition required under Section 1.06 hereof by the Target Commencement Date, then Landlord shall use its reasonable efforts to provide Tenant with notice (orally or in writing) at least 2 weeks prior to the Target Commencement Date of the same and include in such notice Landlord’s projected delivery date. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages except to the extent provided in Section 3.03 hereof. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of Tenant’s receipt or deemed receipt of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein.
Appears in 2 contracts
Samples: Office Lease Agreement (Akebia Therapeutics, Inc.), Office Lease Agreement (Akebia Therapeutics, Inc.)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, then, notwithstanding anything in Section 1.03 or 1.06 to the contrary, Landlord, at its option, by written notice to Tenant, may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date would otherwise occur, in which event the Base Rent rate, per rentable square foot, applicable to the portion of such calendar month so added to the Term shall be the same as that which applies to the preceding portion of such calendar month.
Appears in 2 contracts
Samples: Office Lease Agreement (Versant Corp), Office Lease Agreement (Mobile Storage Group Inc)
Adjustment of Commencement Date; Possession. 3.01 If Since Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Zillow Inc)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages; provided, however, that if the Commencement Date has not occurred on or before October 16, 2003 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date, in addition to the Abated Base Rent described in Section 1.03, of $2,171.82 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date. Landlord and Tenant acknowledge and agree that the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (a) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, in a good and workmanlike manner and in compliance with the Plans (as defined in the Work Letter and subject to any revisions to the Plans approved by Landlord and Tenant in accordance with the Work Letter), and (b) the date Landlord receives from the appropriate governmental authorities all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 2 contracts
Samples: Office Lease Agreement (Quinstreet, Inc), Office Lease Agreement (Quinstreet, Inc)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Landlord’s Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Landlord’s Work is Substantially Complete (defined below); and (c) the Termination Expiration Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Landlord’s Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after After the determination of the Commencement Date, Landlord and shall send to Tenant shall enter into a commencement date letter agreement in the form attached hereto as Exhibit D. E. Tenant’s failure to execute and return the letter, or to provide written objection to the statements contained in the letter, within thirty (30) days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Expiration Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Expiration Date to the last day of the calendar month in which Termination the Expiration Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Landlord’s Work shall be deemed to be “Substantially Complete” on the date that all Landlord a certain portion of Landlord’s Work has been performed, other than any details so that Tenant may occupy that portion of construction, mechanical adjustment the Premises for the operation of Tenant’s business. Tenant acknowledges and agrees that all of Landlord’s Work will not be completed as of the Commencement Date and Landlord may complete the remainder of Landlord’s Work within thirty (30) days following the Commencement Date and the Commencement Date shall not be adjusted or any other similar matter, postponed due to Landlord’s Work not being completed prior to the non-Commencement Date. Landlord shall notify Tenant of the date that Landlord’s Work is Substantially Complete. Following completion of which does not materially interfere with TenantLandlord’s use Work, Landlord and Tenant shall mutually prepare a list of the Premises“punch-list items” to be completed by Landlord within a reasonable time. If Landlord is delayed in the performance of the Landlord Landlord’s Work as a result of the any acts of Tenant or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective its contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to timely comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (any such delay, a “Tenant Delay”), the Landlord Landlord’s Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Landlord’s Work absent any Tenant Delay. Notwithstanding anything contained herein to the contrary, if Landlord’s Work has not been fully performed, other than punch list items, prior to February 1, 2016 for any reason other than a Tenant Delay or a delay due to Force Majeure, then for each day between February 1, 2016 and the date that Landlord’s Work is fully performed, Tenant shall receive one (1) day of Rent abatement in addition to the Abated Base Rent set forth in Section 1.03. Further, if the Landlord’s Work is not fully performed, other than the punch list items, prior to March 17, 2016 for any reason other than a Tenant Delay or a delay due to Force Majeure, Tenant shall have the right to terminate this Lease by providing written notice to Landlord.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Loxo Oncology, Inc.)
Adjustment of Commencement Date; Possession. 3.01 The Landlord shall deliver the Premises with Landlord’s Work Substantially Complete (as defined in Exhibit C) on August 15, 2009 to Tenant. In the event Landlord delivers the Premises to Tenant Substantially Complete prior to August 15, 2009, Tenant shall have early use of the Premises commencing on such delivery date for all purposes including moving in, installation of technology, furniture and trade fixtures, as well as for the Permitted Use, but the Commencement Date shall nonetheless be August 15, 2009. If for any reason whatsoever, Landlord is required unable to perform Landlord deliver possession of the Premises to Tenant with the Landlord’s Work Substantially Complete on or prior to August 15, 2009, then this Lease shall remain in full force and effect and the Commencement Date: (a) Date shall automatically be adjusted forward on a day-for-day basis until the date on which Landlord delivers possession of the Premises to Tenant with the Landlord’s Work Substantially Complete. In the event Landlord does not deliver the Premises to Tenant Substantially Complete by September 15, 2009, as such date is extended due to Force Majeure and Tenant Delay (as defined in Exhibit C) (the “Late Delivery Threshold”), then each day of delay after the Late Delivery Threshold shall result in an increase in the Base Rent abatement set forth in Section 1.06 as 1.03 of one day (by way of example only, if there is no Force Majeure and no Tenant Delay and Landlord delivers the Commencement Date shall instead be defined as Premises Substantially Complete on September 17, 2009, the “Target Commencement Date”; (b) the actual Commencement Date Base Rent abatement period shall be 92 days instead of 90 days). In the event Landlord fails, for any reason other than Force Majeure, to deliver possession of the Premises as required by this Lease on or before November 15, 2009 (which date shall be extended for each day of Tenant Delay), then Tenant may elect, upon notice to Landlord, given any time prior to the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based such delivery, to terminate this Lease effective upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all is thirty (30) days following such notice; provided that if Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use delivers possession of the PremisesPremises prior to the end of such 30-day period, then such termination shall be of no force or effect. If In the event Landlord is delayed in the performance fails, due to Force Majeure alone, to deliver possession of the Landlord Work Premises as a result required by this Lease on or before December 15, 2009 (which date shall be extended for each day of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), then Tenant may elect, upon notice to Landlord, given any time prior to the Landlord Work shall be deemed date of such delivery, to be Substantially Complete on terminate this Lease effective upon the date that is thirty (30) days following such notice; provided that if Landlord could reasonably have been expected delivers possession of the Premises prior to Substantially Complete the Landlord Work absent any Tenant Delayend of such 30-day period, then such termination shall be of no force or effect.
Appears in 2 contracts
Samples: Office Lease Agreement (Marlborough Software Development Holdings Inc.), Office Lease Agreement (Bitstream Inc)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and solely to the extent that such details can reasonably be expected to be completed without interfering with Tenant’s use of the Premises in any material respect. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 1 contract
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages; except that, notwithstanding anything to the contrary herein, if occupancy is not granted to Tenant on or before October 1, 2007, Landlord shall grant Tenant additional free rent of two days free rent for each day delayed. Any additional free rent due to delays shall be applied to the beginning of the Lease. Landlord and Tenant acknowledge and agree that the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays and delay due to events of Force Majeure. If, as a result of the foregoing delays, Landlord determines in good faith that it will be unable to cause the Lease to commence on the Commencement Date, Landlord shall have the right (but not the obligation) to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the “Completion Date Extension Notice”) of such inability, which Completion Date Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Promptly after the determination of the Commencement DateCommencement, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. D, which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details a Certificate of construction, mechanical adjustment or any other similar matter, Occupancy is issued by the non-completion of which does not materially interfere with Tenant’s use of the Premisesapplicable governmental office. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with unusually long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. If, due to no fault of Tenant or Force Majeure, occupancy of the Premises is not granted to Tenant on the Commencement Date, Landlord shall grant Tenant additional free rent as follows: two days free rent for each day delayed beyond the Commencement Date and such free rent shall be in addition to any other rent concessions already provided for herein.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure Landlord shall diligently attempt to Substantially Complete the Landlord Work by the Target Commencement Date but failure to so complete despite such efforts shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and (ii) the date Landlord receives from the appropriate governmental authority all approvals necessary for the issuance of a certificate of occupancy with respect to the Landlord Work performed by Landlord or its contractors in the Premises (or would have received such approvals absent any Tenant Delay). If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any non-standard materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 2.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below)substantially complete, as reasonably determined jointly by Landlord and Tenant; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Unless caused by Landlord’s gross negligence or willful misconduct, Landlord’s failure to substantially complete the Landlord Work by the Target Commencement Date shall not be deemed to be “Substantially Complete” on the date that all a default by Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premisesotherwise render Landlord liable for damages. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 1312) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. Landlord shall notify Tenant of the date that Landlord's Work is Substantially Complete. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Samples: Office Lease Agreement (Information Services Group Inc.)
Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required the Lease Term, Commencement Date and Termination Date are to perform Landlord Work prior be determined in accordance with subsection I.A.5.b., the Lease Term shall not commence until the later to the Commencement Date: (a) the date set forth in Section 1.06 as occur of the Commencement Date shall instead be defined as specified above and the “Target Commencement Date”date that Landlord has substantially completed the Landlord Work; (b) the actual Commencement Date provided, however, that if Landlord shall be the date on which delayed in substantially completing the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day as a result of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work occurrence of any delays caused by the Target Commencement Date shall not be a default by Landlord Tenant or otherwise render Landlord liable its agents, employees or contractors then, for damages. Promptly after the determination purposes of determining the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day date of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work substantial completion shall be deemed to be “Substantially Complete” the day that said Landlord Work would have been substantially completed absent any delay(s). The Premises shall be deemed to be substantially completed on the date that Landlord reasonably determines that all Landlord Landlord's Work has been performedperformed (or would have been performed absent any delays), other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed ; provided there has been a satisfactory final inspection by the city of Xxx Arbor in the performance anticipation of the Landlord Work as issuance of a result Certificate of Occupancy. The adjustment of the acts or omissions Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not being ready for occupancy by Tenant on the Commencement Date specified above. Landlord's determination of the Commencement Date shall be final and binding on all parties. Promptly after the determination of the Commencement Date by Landlord, Landlord shall prepare a letter agreement (the "Commencement Letter") on the form attached hereto as Exhibit C setting forth the Commencement Date, the Tenant Related Parties Termination Date and any other dates that are affected by the adjustment of the Commencement Date. Tenant, within five (defined 5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Landlord, in Section 13) or their respective contractors or vendorsits sole discretion, includingmay elect not to adjust the Commencement Date as provided above, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work in which case Rent shall be deemed to be Substantially Complete on not commence until the date that Landlord could reasonably Work has been substantially completed (or would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant Delaydelays).
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Samples: Office Lease Agreement (First Capital Income Properties LTD Series Xi)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, . Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Samples: Office Lease Agreement (Premier Commercial Bancorp)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages, provided, however, that if Landlord fails to Substantially Complete the Landlord Work and deliver the Premises to Tenant by the date which is sixty (60) days after the Target Commencement Date, then Tenant shall have the right to terminate this Lease upon thirty (30) days’ prior written notice to Landlord; further provided, however, that if Landlord Substantially Completes the Landlord’s Work within thirty (30) days after the date of the delivery of Tenant’s notice, Tenant’s notice shall be of no force and effect. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any minor details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit EXHIBIT D. Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the later of (i) the date on which the Landlord Work and the Base Building Work (defined in the Work Letter) is Substantially Complete (defined below)) and (ii) May 1, 2004; provided, however, that Landlord will give Tenant written notice at least 10 Business Days before the estimated date upon which Landlord expects the Premises to be Substantially Complete, and Tenant shall in return give Landlord written notice whether it elects to take possession of the Premises on or after the date upon which the Premises are estimated to be Substantially Complete, but before May 1, 2004, and the date Tenant so elects shall be the actual Commencement Date; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date, and which date shall be the expiration of the 96th full calendar month following the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work and the Base Building Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work and the Base Building Work shall each be deemed to be “"Substantially Complete” " on the later of (i) the date that all of the Landlord Work has and the Base Building Work have been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work and the Base Building Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. Notwithstanding anything contained herein to the contrary, Tenant shall have three hundred (300) days from the Substantial Completion of Landlord Work and the Base Building Work in which to discover and notify Landlord of any latent defects in the Landlord Work and/or the Base Building Work. Landlord shall be responsible for the correction of any latent defects with respect to which it received timely notice from Tenant. If Landlord is delayed in the performance of the Landlord Work and/or the Base Building Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work and Base Building Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work and Base Building Work absent any Tenant Delay. Tenant's acceptance of the Premises shall be subject to Landlord's obligation to correct portions of the Landlord Work and/or the Base Building Work, as the case may be, as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after Substantial Completion of the Landlord Work and the Base Building Work, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a "punch list" setting forth any portions of the Landlord Work and/or the Base Building Work that are not in conformity with the Landlord Work and/or the Base Building Work as required by the terms of the Work Letter. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. Notwithstanding the foregoing, if the Commencement Date has not occurred on or before December 31, 2004 (the "Required Completion Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Required Completion Date; and (ii) the Commencement Date. Landlord shall in no event knowingly and falsely represent to Tenant that the Landlord Work and/or the Base Building Work is Substantially Complete in a bad faith effort to avoid Tenant's termination right as described in the preceding sentence. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that: (x) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays; and (y) the Required Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure; provided, however, that with respect to any postponements of the Required Completion Date made in accordance with clause (y) above only, the Required Completion Date shall in no event be postponed beyond March 31, 2005.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work with respect to Premises A shall be deemed to be “"Substantially Complete” " on the later of (i) the date that all Landlord Work for Premises A has been performed, performed other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of Premises A, or (ii) the Premisesdate Landlord receives (or would have received absent any Tenant Delays) all governmental approvals which are required to obtain a temporary or permanent certificate of occupancy for the Building and/or Premises A (as required) from the local governmental authority. If The Landlord Work with respect to Premises B shall be deemed to be "Substantially Complete" on the later of (i) the date that all Landlord Work for Premises B has been performed other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant's use of Premises B, or (ii) the date Landlord receives (or would have received absent any Tenant Delays) all governmental approvals which are required to obtain a temporary or permanent certificate of occupancy for the Building and/or Premises B (as required) from the local governmental authority. The Landlord Work with respect to Premises C shall be deemed to be "Substantially Complete" on the later of (i) the date that all Landlord Work for Premises C has been performed other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant's use of Premises C, or (ii) the date Landlord receives (or would have received absent any Tenant Delays) all governmental approvals which are required to obtain a temporary or permanent certificate of occupancy for the Building and/or Premises C (as required) from the local governmental authority. However, if Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the any Tenant Related Parties Delay(s) (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”below), the Landlord Work for Premises A, Premises B and Premises C, as the case may be, shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the applicable Landlord Work absent any Tenant Delay.. "
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date, therefore: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Except as expressly provided in this Lease, including the Work Letter, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord, and Landlord is shall not be required to make or pay for any alterations, additions or improvements in or to the Premises or the Building to prepare the same for Tenant’s occupancy. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, but the foregoing shall not relieve Landlord from its obligation to perform any work or improvements as expressly provided in this Lease, including the Landlord’s Work pursuant to the Work Letter, nor shall the foregoing relieve Landlord Work from liability pursuant to any express representations and warranties provided in this Lease, including Section 5 below. Landlord shall not be liable for a failure to deliver possession of any Increment of the Premises or any other space to Tenant on the scheduled commencement date with respect thereto due to the holdover or unlawful possession of such space by another party or any other reason beyond Landlord’s reasonable control, provided, however, Landlord shall use reasonable efforts to obtain possession of any such space and deliver the same to Tenant as soon as reasonably possible thereafter. Without limitation, if the holdover or unlawful possession of any Increment by any party shall preclude Landlord from delivering such Increment to Tenant on the scheduled commencement date with respect thereto, Landlord shall initiate and diligently pursue such legal proceedings as Landlord deems reasonably required to regain possession of such Increment from such party. In such event, the Commencement Date for the applicable Increment of the Premises or the commencement date for such other space, as applicable, shall be postponed until the date Landlord delivers possession of such space to Tenant free from occupancy by any party, and the Rent Commencement Date applicable to such Increment shall be adjusted as set forth in Section 4.02 below. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter any Increment of the Premises prior to the Commencement Date applicable thereto without Landlord’s permission. If Tenant takes possession of or enters any Increment before the applicable Commencement Date: , Tenant shall be subject to the terms and conditions of this Lease; provided, however, except for the cost of services requested by Tenant (a) the date set forth in Section 1.06 as e.g. after hours HVAC service), Tenant shall not be required to pay Rent for any entry or possession before the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on during which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Tenant, with Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Dateapproval, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Leaseentered, or is in possession of, such Increment for the specification sole purpose of any materials performing improvements or installing furniture, equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delayor other personal property.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, any delays attributable to the installation of Tenant's rolling file systems and any accompanying leasehold or building modifications installed in connection therewith, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Samples: Office Lease Agreement (Northern Empire Bancshares)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing, if the Commencement Date does not occur within 30 days after the Target Commencement Date, unless due to Tenant Delay, Tenant shall be entitled to one (1) day of Rent abatement for each day that elapses following the expiration of such 30-day period) as the same may be extended by reason of Tenant Delay) until the occurrence of the Commencement Date, and provided, further, that if the Commencement Date does not occur within 90 days of the Target Commencement Date for any reason other than Tenant Delay, Tenant may elect to terminate this Lease by giving Landlord written notice of such election at any time after the expiration of such 90-day period (as the same may be extended by reason of Tenant Delay) and before the occurrence of the Commencement Date. If Tenant so elects, then this Lease shall terminate on the day that is 10 days after delivery of such notice to Landlord unless the Commencement Date occurs on or before the expiration of such 10-day period, in which event Tenant’s termination election shall automatically become void.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit EXHIBIT D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If 3.1 Pursuant to the Work Letter, Landlord is required shall use commercially reasonable efforts to perform Landlord Work prior to the Commencement Date: April 1, 2007 (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) ). In the actual Commencement Date shall be the date on which event the Landlord Work is Substantially Complete (defined below); ) after the Target Commencement Date, the date of Substantial Completion of the Landlord Work shall be the actual Commencement Date and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damagesdamages except that the Tenant shall receive a rent credit equal to one day for each day beyond the Target Commencement Date that Landlord has not delivered the Premises to Tenant with the Landlord Work Substantially Complete, subject to Tenant Delay as hereafter provided. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, which items shall be jointly determined by Landlord and Tenant following an inspection of the Premises to be conducted promptly following receipt of Landlord’s notice to Tenant of Substantial Completion of the Landlord Work (collectively, the “Punch List Items”). Landlord shall use commercially reasonable efforts to complete the Punch List Items within thirty (30) days following the Commencement Date. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of TenantTenant (which shall be subject at least 24 hour notice from Landlord by email and phone to Rxxx Xxxxx at rxxxxx@xxxxx.xxx and 781.698.9370 — or such other contact as Tenant may designate in writing to Landlord from time to time — before any Tenant Delay shall be imposed), the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, Tenant’s delay in approving the Plans (defined in Exhibit C), changes requested by Tenant to the approved plansPlans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Target Commencement Date shall be extended one day for each day of Tenant Delay. In the event that the Landlord has not delivered the Premises with the Landlord Work Substantially Complete by the date which is ninety (90) days after the Target Commencement Date, subject to an extension of one day for each day delay attributable to Tenant Delay, then the Tenant shall have the right to terminate this Lease upon thirty (30) days advance written notice to the Landlord. In the event the Landlord Substantially Completes the Landlord Work within said thirty (30) day period, then the Tenant’s termination notice shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delayautomatically withdrawn.
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Samples: Office Lease Agreement (Gomez Inc)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which Landlord tenders delivery of the Premises to Tenant with the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit EXHIBIT D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. LandlordAt either party’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Daterequest, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. D which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. Except for Item 9 of the Work List set forth in the Work Letter, which shall be performed as set forth therein, Landlord agrees to perform the Landlord Work in each floor of the Premises concurrently with Tenant’s Initial Alterations in such portion of the Premises, unless Tenant has agreed in advance that such Landlord Work may be performed in the applicable Premises prior to Tenant’s Initial Alterations therein without interference to Tenant’s desired early occupancy of such Premises, if any. Subject to the foregoing, Landlord shall perform the Landlord Work in each floor of the Premises as soon as practicable and shall use commercially reasonable efforts to Substantially Complete such Landlord Work by the date of Tenant’s completion of the Initial Alterations on such floor (each a “Tenant Completion Date”), subject to the obligations of Tenant to cooperate in the performance of the Landlord Work and to provide Landlord with notice of the commencement and schedule of Tenant’s Initial Alterations pursuant to the Work Letter. The Landlord Work shall be deemed to be “Substantially Complete” on a given floor on the date that all such Landlord Work on such floor has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the applicable Premises. If Landlord is delayed in the performance of the any Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this LeaseLease or the Work Letter, Tenant’s failure to coordinate its schedule for the Initial Alterations with Landlord or to give Landlord reasonable advance notice of Tenant’s commencement thereof, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the or by Force Majeure, such Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayDelay or Force Majeure. Landlord’s failure to Substantially Complete any Landlord Work by the applicable Tenant Completion Date shall not be a default by Landlord or otherwise render Landlord liable for damages; provided, however, that if Tenant is unable to legally occupy the applicable Premises for business purposes after the applicable Tenant Completion Date solely due to the failure of Landlord to Substantially Complete the applicable Landlord Work by such date (subject to Tenant Delays and Force Majeure as provided above), then for each day after the Tenant Completion Date that Tenant is so unable to occupy the applicable Premises, Tenant shall receive (i) one-half (1/2) day of Rent abatement with respect to such Premises for every one (1) day of such delay for the first 14 days of such delay in occupancy, and (ii) one (1) day of Rent abatement with respect to such Premises for every one (1) day of such delay in occupancy after the first 14 days of such delay. Landlord shall deliver possession of the Initial Premises to Tenant on the day immediately following the date of full execution of this Lease. Landlord shall deliver possession of the Additional Premises to Tenant on the day after Landlord recovers possession of the Additional Premises from the existing tenants therein, whether upon the expiration or earlier termination of such tenants’ rights to occupancy, which rights are currently scheduled to expire on December 31, 2004 as to Xxxxx 000 and June 30, 2005 as to Suite 700/725. If Landlord fails to deliver the Additional Premises on or before July 31, 2005 (the “Additional Premises Delivery Date”), Tenant shall receive (i) one (1) day of Rent abatement with respect to the applicable Additional Premises for every two (2) days of Landlord delivery delay commencing August 1, 2005 through and including August 31, 2005; (ii) one (1) day of Rent abatement with respect to the applicable Additional Premises for every one (1) day of Landlord delivery delay commencing September 1, 2005 through and including November 30, 2005 and (iii) two (2) days of Rent abatement with respect to the applicable Additional Premises for every one (1) day of Landlord delivery delay commencing December 1, 2005 through and including February 28, 2006. Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that the Additional Premises Delivery Date, and therefore, Landlord’s obligation to xxxxx Rent as set forth herein, shall be postponed by the number of days that delivery of the Additional Premises is delayed due to events of Force Majeure (defined in Section 26.03). If the Additional Premises shall not have been delivered by Landlord as of March 1, 2006, Tenant shall have the right to terminate the Lease as to the Additional Premises only with written notice to Landlord received by Landlord during the period commencing March 1, 2006 through March 15, 2006 provided the Additional Premises shall not have been delivered prior to Landlord’s receipt of such notice. Notwithstanding the partial termination of the Lease, Tenant shall receive any Rent abatement calculated for the Additional Premises for the period prior to March 1, 2006 as an offset to future Rent due and payable by Tenant for the Initial Premises (the “Additional Premises Rent Offset”). The Additional Premises Rent Offset following the partial lease termination shall be limited to one (1) month Rent applicable to the Initial Premises.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises (or would have received such approvals absent any Tenant Delays). If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay (including informing Tenant of long lead times related to availability of materials), so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay.
Appears in 1 contract
Samples: Office Lease Agreement (Clearside Biomedical, Inc.)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform shall Substantially Complete (defined below) the Landlord Work prior to delivering the Commencement Date: (a) Premises to Tenant. Accordingly, the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) ” and the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below)and the Premises are delivered to Tenant in broom clean condition free of other tenants or occupants; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Notwithstanding the foregoing, in the event that, on or before June 8, 2005, Tenant shall not have: (X) executed and delivered to Landlord this Lease together with any required prepaid rents, security deposits and the Letter of Credit, and/or (Y) delivered to Landlord the Plans (as defined in Exhibit C to this Lease), the actual Commencement Date shall be adjusted on a day-for-day basis working backwards from the date of Substantial Completion and delivery of the Premises to Tenant, for each day from and after June 8, 2005 until the later of (i) date of Tenant’s execution and delivery of this Lease to Landlord together with any required prepaid rents, security deposits and the Letter of Credit, and (ii) the date Tenant delivers to Landlord the Plans. For example, if on June 18, 2005 Tenant executes this Lease and delivers to Landlord this Lease, the Plans, and any required prepaid rents, security deposits and the Letter of Credit, and the date of Substantial Completion and delivery of the Premises to Tenant as required by the terms of this Lease is October 1, 2005, then, the Commencement Date shall be adjusted from October 1, 2005 to September 21, 2005. Promptly after the determination of the actual Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all of the Landlord Work has been performed, other than any non-material details of construction, mechanical adjustment or any other similar matterso-called “punch-list” items, the non-completion of which does not materially interfere with Tenant’s use or occupancy of the Premises. If Landlord is actually delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, due to changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay but only to the extent resulting from any such Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times that Landlord has informed Tenant will cause a delay in the Landlord Work and which Tenant thereafter has requested (or continues to request) be included in the Landlord Work (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below), but in no event shall be prior to May 1, 2004; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, including the performance of Tenant’s Initial Alterations. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, except as provided in Section 3.01 below, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein.
Appears in 1 contract
Samples: Office Lease Agreement (Rapid7 Inc)
Adjustment of Commencement Date; Possession. 1. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the earlier of the Target Commencement Date, the date on which Tenant occupies the Premises, and the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. EXHIBIT D which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If 2.1 Since Landlord is required to perform the Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date which is the earlier to occur of (i) the date Tenant commences business operations in the initial Premises, and (ii) the date on which the Landlord Work in the initial Premises is Substantially Complete (as defined belowin the Work Letter attached hereto as Exhibit C), as reasonably determined by Landlord, provided, however, so long as Tenant does not commence business operations in the Premises, the actual Commencement Date shall not occur prior to the Target Commencement Date (November 1, 2014); and (c) the Termination Expiration Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 1313 below) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. It is further understood and agreed that if for any reason the Commencement Date occurs pursuant to the terms of this Lease on a day other than the first (1st) day of a calendar month, the period commencing on the Commencement Date and ending on the last day of the calendar month in which the Commencement Date occurs shall be an initial stub period which shall be added to the initial Term and Tenant shall pay all Rent (defined in Section 3 below) and other charges with respect to such stub period (on a prorated basis as referenced in Section 3 below) at the same rate applicable to the first (1st) full calendar month of this Lease. Following such stub period and commencing as of the first (1st) day of the first (1st) full calendar month following the month in which the Commencement Date occurs, Tenant shall commence the payment of Rent and other charges payable hereunder as if the initial Term had actually commenced on such date. The use of the stub period described above is intended to provide for ease of administration and calculation of all amounts owed hereunder, it being agreed that all rental adjustments will be determined as of the first (1st) day of a calendar month and the Term of the Lease will end as of the last day of a calendar month (unless earlier terminated pursuant to the terms hereof).
Appears in 1 contract
Samples: Office Lease Agreement (Emmaus Life Sciences, Inc.)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form Form attached as Exhibit D. D, which commencement letter agreement shall be deemed accepted if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution (or deemed mutual execution) of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, matter the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing but subject to the terms of this Section 3, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, commencing upon the full execution of this Lease and expiring on December 31, 2003, for the purpose of installing telecommunications, data cabling, equipment, furnishings and other personality in the Premises. In addition to the foregoing, Tenant may commence its business in the Premises prior to the Commencement Date without the obligation to pay Base Rent. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord’s Work at the earliest possible date.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in substantially the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and a temporary or permanent certificate of occupancy is obtained. If Landlord is delayed in the performance of the Landlord Work or obtaining a certificate of occupancy as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing, in the event obtaining a certificate of occupancy is conditioned upon Tenant completing certain work, installing furniture or fixtures or other Tenant controlled work, or other reasons beyond Landlord’s control, then obtaining a certificate of occupancy shall not be a requirement for Landlord’s Work being deemed Substantially Complete provided Landlord has otherwise fulfilled the conditions of Landlord’s Work being deemed to be Substantially Complete as provided in this paragraph. Landlord shall use commercially reasonable efforts, to finish all Landlord’s Work, including any so-called ‘punchlist items’, within 30 days of the Target Commencement Date, subject to extension of time for Force Majeure, Tenant Delays, and subject to the other provisions of this Lease. Nothing herein shall obligate the Tenant to take possession of the Premises before the Target Commencement Date. Notwithstanding the foregoing, in the event the Landlord Work is not Substantially Complete by February 1st, 2009, then subject the last sentence of this paragraph, Tenant shall be entitled to axxxx one day of Fixed Rent (commencing on the actual Commencement Date) for each day between February 1st 2009 and the date that Landlord’s Work is Substantially Complete, and if the Landlord’s Work is not substantially complete by March 1, 2009 the Tenant shall have the option of terminating this Lease by providing written notice to the Landlord on or before March 5, 2009, which termination shall be effective as of March 31, 2009 unless Landlord has Substantially Completed the Landlord’s Work on or prior to March 31, 2009 in which case Tenant’s exercise of its termination right shall be null and void and the Lease shall continue in full force and effect. Notwithstanding the foregoing, if: a) this Lease is not executed by Tenant on or prior to Wednesday, September 24, 2008, or b) the Substantial Completion of Landlord’s Work is delayed due to Force Majeure or Tenant Delay, then Tenant shall not be entitled to the foregoing rights to axxxx Fixed Rent or to terminate the Lease.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform The Landlord Work prior to and the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Base Building Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work and Base Building Work has been performedperformed substantially in conformance with the Landlord Work Construction Drawings (as herein defined) (in the case of the Landlord Work) and the work list set forth in Exhibit C hereto (in the case of the Base Building Work) and, in all cases, the Work Letter attached hereto as Exhibit C hereto, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives (or would have received absent any Tenant Delays) from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals (including at least a temporary certificate of occupancy) necessary for the occupancy of the Premises for the Permitted Use. If Landlord delivers a temporary certificate of occupancy, Landlord shall thereafter diligently pursue the issuance of a permanent certificate of occupancy by the appropriate governmental agency. If Landlord is actually delayed in the performance of the Landlord Work or the Base Building Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work and the Base Building Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work and the Base Building Work and obtain from the appropriate governmental authorities with respect to the Landlord Work and the Base Building Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises for the Permitted Use absent any Tenant Delay. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. Notwithstanding anything to the contrary in Section 1.07 above, Landlord’s failure to Substantially Complete the Landlord Work or the Base Building Work by the Target Commencement Date (described in Section 1.07) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, then, notwithstanding anything in Section 1.03 or 1.07 to the contrary, Landlord, at its option, by written notice to Tenant, may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date would otherwise occur, in which event the Base Rent rate, per rentable square foot, applicable to the portion of such calendar month so added to the Term shall be the same as that which applies to the preceding portion of such calendar month.
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Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 1.05 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages, except that if Landlord fails to deliver the Premises in the condition required by this Lease on or before November 15, 2008, subject to extension for Tenant Delay and Force Majeure, Tenant shall have the right to terminate this Lease upon notice to Landlord received not later than November 20, 2008. Unless Landlord has then delivered the Premises in the condition required by this Lease, the Lease shall terminate upon Landlord's receipt of such notice. Upon such termination, each party will, upon the others request, execute and deliver an agreement in recordable form containing a release and surrender of all right, title and interest in and to the Lease; neither Landlord nor Tenant will have any further obligations to each other, including, without limitation, any obligations to pay for work previously performed in the Premises; all improvements to the Premises will become and remain the property of Landlord; and Landlord will refund to Tenant any sums paid to Landlord by Tenant in connection with the Lease. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
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Adjustment of Commencement Date; Possession. 3.01 If 2.01 Landlord is required to perform Landlord Work prior to the Commencement DateDate and therefore: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below)substantially complete, as reasonably determined by Landlord; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord's failure to substantially complete the Landlord Work by the Target Commencement Date shall not be deemed to be “Substantially Complete” on the date that all a default by Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premisesotherwise render Landlord liable for damages. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 1312) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 1 contract
Samples: Office Lease Agreement (Clean Diesel Technologies Inc)
Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.
Appears in 1 contract
