Common use of ALTERATIONS AND IMPROVEMENTS BY TENANT Clause in Contracts

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior to the later to occur of March 31, 2023 or the last day of the fifteenth full month after the Amendment One Inclusion Date (“Latest Completion Date”). In addition to any information required to be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, upon request of Landlord, provide Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all or any portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv).

Appears in 1 contract

Samples: Vicarious Surgical Inc.

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ALTERATIONS AND IMPROVEMENTS BY TENANT. a. Tenant shall have the right, at its own expense, to make such non- structural alterations and completed at a commercially reasonable cost prior changes in and to the later to occur Premises as it shall deem expedient or necessary for its purposes provided it has first obtained the consent thereto of March 31Landlord in writing, 2023 or Landlord agreeing that it shall not withhold such consent unreasonably. All such work shall be done in good and workmanlike manner, and in accordance with all applicable laws and shall be performed only by Landlord approved contractors under the last day supervision of the fifteenth full month after the Amendment One Inclusion Date (“Latest Completion Date”)Landlord. In addition to any information required to be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, Landlord shall execute and deliver upon request of LandlordTenant such instrument or instruments embodying the approval of Landlord which may be required by any public or quasi- public authority for the purpose of obtaining any license or permit for the making of such alterations or changes in, provide Landlord with to or upon said Premises, Tenant agreeing to pay for and procure such reasonable information (for examplelicense or permit. Tenant will not make or permit anyone to make any alterations, improvements or additions in or to the Premises, or install any equipment of any kind that will require any alteration or addition to, or the use of, the water, heating, air conditioning or electrical or other building systems or equipment. If any such alterations or improvements are made, without intended limitationsuch consent, quotations, estimates, proposals, unit costs, etc.) as the Landlord may from time to time require with respect correct or remove them and the Tenant shall be liable for any and all expense incurred by the Landlord in the performance of this work. Any such alterations, additions or improvements to the costs Premises which are made with the Landlord's prior written consent shall immediately become the property of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration the Landlord and Improvement Costs shall not remain upon and be deemed to obligate Landlord to consent to any particular improvement or renovation in surrendered with the Amendment One Expansion Space. (iv) Provided Tenant, Premises as part thereof at the end of the term. At the time approved Landlord is required pursuant shall notify Tenant of Landlord's requirement to this Section to pay Tenant remove all or any portion part of such alterations, additions or improvements, and in such event the Tenant’s Allowance, is not in default under Tenant shall promptly remove the Lease same at its expense and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant repair all damage to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred premises caused by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)removal.

Appears in 1 contract

Samples: Letter Constitutes Amendment No. 1 (Iwo Holdings Inc)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior 12.1 Tenant shall make no alterations, decorations, installations, removals, additions or improvements (collectively, "ALTERATIONS") in or to the later to occur Premises (other than Tenant's Work which shall be governed by the provisions of March 31Article 4 above) without Landlord's prior written consent and then only those made by contractors or mechanics approved by Landlord. Notwithstanding the foregoing, 2023 or the last day but provided that no HVAC system serving any portion of the fifteenth full month after Building is adversely affected, Tenant may make non-structural Alterations costing less than $20,000 in any one instance ("PERMITTED ALTERATIONS") without Landlord's prior written consent but subject to the Amendment One Inclusion Date (“Latest Completion Date”)provisions of this Lease including without limitation Article 13 below. In addition to any information required to No Alterations other than Permitted Alterations shall be provided undertaken or begun by Tenant pursuant until Landlord has approved written plans and specifications and a time schedule for such work. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Landlord's consent and approval required under this Article 8.0 12 shall not be unreasonably withheld, conditioned or delayed, except for matters of aesthetics relating to Alterations to or affecting the Rooftop Premises and/or the exterior of the Lease or otherwise required under Building, which shall be determined in Landlord's sole discretion. Landlord's approval is solely given for the Leasebenefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of Tenant's plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall, upon request shall be responsible for all elements of Landlord, provide Landlord with such reasonable information the design of Tenant's plans (for exampleincluding, without intended limitation, quotationscompliance with Legal Requirements, estimatesfunctionality of design, proposalsthe structural integrity of the design, unit coststhe configuration of the Premises and the placement of Tenant's furniture, etc.) appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises. Any such Alterations shall be done at Tenant's sole cost and expense and at such times and in such manner as Landlord may from time to time require with respect reasonably designate. If Tenant shall make any Alterations to the costs of any improvements for which Premises other than the Permitted Alterations, then Landlord may elect to require Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all expiration or any portion sooner termination of the Tenant’s Allowance, is not in default under term hereof to restore the Lease and no Premises to substantially the same condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed existed immediately prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Alteration. Upon Tenant's architect (if and request, Landlord agrees to make such election at the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from TOLERRX LEASE / BUILDING 300 / EXECUTION VERSION time that Landlord approves Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case such Alterations. Tenant shall provide a letter signed by an officer Landlord with reproducible record drawings of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph Alterations within sixty (iv60) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)thereof.

Appears in 1 contract

Samples: Indenture of Lease (Tolerrx Inc)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior Tenant shall not make any alterations, additions, or improvements to the later Leased Premises ("Alterations") without the prior written consent of Landlord which will not be unreasonably withheld, conditioned or delayed. All Alterations consented to occur by Landlord and performed at the direction of March 31Tenant shall be subject to requirements contained in this Lease and any other reasonable conditions imposed by Landlord, 2023 or including, but not limited to, Landlord approval of all contractors and subcontractors, the last day guarantee of Tenant's obligation to pay for such Alterations, and the rights of other tenants of the fifteenth full month after Complex. Prior to the Amendment One Inclusion Date (“Latest Completion Date”). In addition to beginning of any information required to be provided by Tenant pursuant to Article 8.0 of construction on the Lease or otherwise required under the LeaseLeased Premises, Tenant shall, upon request of Landlord, provide Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all or any portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including expressly agrees (a) copies to submit all plans, blueprints or other specifications, including but not limited to, interior decorating schemes, for the construction of invoices improvements on the Leased Premises to Landlord for laborapproval, materials Landlord expressly reserving the right to review, modify or equipment charges incurred by Tenant in connection with such improvements, reject any proposed improvement or plan for construction; and (b) copies to obtain and deliver to Landlord such security against mechanic's liens as Landlord shall reasonably request. Regardless of "as-built" plans of such improvements prepared and certified by Tenant's architect whether Landlord' consent is required or obtained hereunder: (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (ci) an affidavit from Tenant's architect that such improvements have been completed all Alterations shall be made in accordance with applicable laws, codes and insurance guidelines, and shall be performed in a good and workmanlike manner, (ii) if the construction or installation of Tenant's alterations or fixtures causes any labor disturbance, Tenant shall immediately take any action necessary to end such labor disturbance, and (iii) Tenant shall furnish to Landlord as-built plans approved in such format as Landlord may reasonably require. All Alterations made by Tenant or at its direction, shall, at Landlord's option, become the property of Landlord at the expiration or termination of this Lease. Landlord reserves the express right to require Tenant at the expiration or termination of this Lease to remove any Alterations made to the Leased Premises and to require Tenant to repair and return the Leased Premises to its original condition existing on the day prior to the execution of this Lease. If Tenant fails to return the Leased Premises to its original condition upon request by Landlord, (d) final lien waivers Landlord may collect from all contractorsTenant an amount equal to the costs necessary to return the Leased Premises to its original condition, subcontractorsincluding but not limited to a reasonable charge for Landlord's overhead. In any event, material suppliers Landlord may in its sole discretion remove any Alterations at the expiration or termination of this Lease and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy Tenant hereby agrees to pay Landlord for the Amendment One Expansion Space issued cost thereof including but not limited to a charge for Landlord's overhead. All trade fixtures, movable equipment, or furniture owned by Tenant and installed on or in the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required Leased Premises by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed be removed by an officer Tenant upon termination of the entity constituting Tenant certifying the same this Lease at Tenant's sole cost and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted expense. Any such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed trade fixture not removed at or prior to the Latest Completion Date termination of this Lease shall become the property of Landlord and the amount may be disposed of remaining of Tenant’s Allowance is then andas Landlord's determines, and Tenant agrees to pay immediately upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety demand all costs and expenses of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day perioddisposition. Notwithstanding anything set forth herein above, Tenant may, by without notice to Landlord provide an application for payment requesting disbursal and without having to furnish to Landlord any as built plans as is contemplated hereinabove, make interior alterations or improvements to the Leased Premises of a portion of Tenant’s Allowance strictly aesthetic or cosmetic nature or minor non-structural, interior alterations or improvements which cost less than $5,000.00, provided such changes do not encompass electrical, mechanical, plumbing or structural work. Tenant shall have the further right to make non-structural interior alterations, improvements or additions to the Leased Premises without Landlord's consent (or what then remains thereofbut only upon prior written notice to Landlord describing with reasonable detail the work to be performed) reflecting, net of a 10% retainage, if the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion cost of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b)work is less than $10,000.00, (c)provided that such changes do not encompass electrical, (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfiedmechanical, Landlord shall disburse Tenant's Allowance (plumbing or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)structural work.

Appears in 1 contract

Samples: Security Deposit Agreement (Adva International Inc)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at 11.1 Landlord’s Consent Required Tenant shall not make any alterations, decorations, installations, removals, additions or improvements, including a commercially reasonable cost prior vivarium not to exceed 3,500 square feet, (collectively, “Alterations”) in or to the later to occur of March 31, 2023 or the last day Premises without Landlord’s prior written approval of the fifteenth full month after contractor(s), written plans and specifications, a time schedule therefor and the Amendment One Inclusion Date items listed in Exhibit 11 attached hereto and made a part hereof. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment. Tenant shall not make any amendments or additions to plans and specifications approved by Landlord without Landlord’s prior written consent. Landlord’s approval of non-structural Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting the roof and/or building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, (c) to any Alteration affecting the Building structure, and (d) to any Alteration enlarging the rentable square footage of the Premises. Notwithstanding the foregoing, Xxxxxxxx’s consent shall not be required with respect to any Alterations that are purely decorative in nature nor with respect to any Alterations costing less than $50,000 in any one instance ($150,000 in the aggregate per year), up to a maximum of three (3) such Alterations per year, so long as such Alterations do not affect the roof, Building systems or Building exterior or require the issuance of a building permit or any other governmental approval (each, a Latest Completion DatePermitted Alteration”). In addition to any information required to be , provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, upon request of Landlord, shall provide Landlord with reasonably detailed prior written notice thereof. Tenant shall be responsible for all elements of the design of Tenant’s plans (including compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such reasonable information design. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (for example14) business days in advance of any proposed construction, without intended limitationwith, quotationsto the extent applicable, estimatesplans, specifications, bid proposals, unit costscertified stamped engineering drawings and calculations by Xxxxxx’s engineer of record or architect of record (including connections to the Building’s structural system, etc.) modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to life safety systems), code compliance certifications, work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Xxxxxx. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate. To the extent applicable, Tenant shall provide Landlord with reproducible record drawings (in CAD format) of all Alterations (including the Tenant Improvements) within sixty (60) days after completion thereof. If Tenant shall make any Alterations, including a vivarium, then Landlord may elect, not later than the time of Landlord’s approval thereof (or as soon as reasonably possible and in any event within thirty (30) days after receipt of reasonably detailed notice regarding any Permitted Alterations), to require Tenant at the expiration or sooner termination of the Term to restore the Premises to substantially the same condition as existed immediately prior to the Alterations, provided however, if Landlord has elected pursuant to this sentence to require Tenant to remove the Alterations at the expiration or sooner termination of the Term, Landlord, in its sole discretion, may elect at any time prior to the at the expiration or sooner termination of the Term for Tenant to pay to Landlord fifty percent (50%) of the restoration costs with respect to the any such Alterations, as such costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all or any portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved reasonably determined by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this caseTenant being required to remove such Alteration. If Landlord does not timely elect to require such removal, Tenant then any such Alterations shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion become part of the applicable Long Duration Approved Reimbursable ImprovementsPremises upon installation, will and shall be sufficient to fund surrendered with the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, Premises at the then partially completed portion end of the applicable Long Duration Approved Reimbursable ImprovementsTerm. Subject to all applicable the terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s AllowanceArticle 11, Tenant is shall have the right to install and maintain a card access system in default under the Lease or Premises. Tenant, at its sole cost and expense, shall furnish to Landlord a condition known to Tenant or Landlord exists which with the passage reasonable number of time or the giving of notice would constitute a default under the Lease, Landlord shall not be devices required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after access the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)Premises.

Appears in 1 contract

Samples: Indenture of Lease (Intellia Therapeutics, Inc.)

ALTERATIONS AND IMPROVEMENTS BY TENANT. (a) Tenant shall have the right during the continuance of this Lease Agreement to make such non-structural alterations, changes and completed at a commercially reasonable cost improvements to the Premises as may be proper and necessary for the conduct of Tenant's business and for the full beneficial use of the Premises. Tenant shall not make any structural change in the Premises, alterations or additions to the exterior of the Premises (unless such alterations or additions are cosmetic in nature), or penetrations of the roof (except in connection with the re-installation of Tenant's equipment pursuant to Section 6(b) hereof, without first having obtained Landlord's written consent thereto, which consent may be withheld in Landlord's sole discretion. Without limitation, Landlord may condition any such consent by reserving the right to require the Premises to be restored to the same condition they were in prior to the later making of any such structural or exterior change. Tenant shall pay all costs and expenses of such alterations, changes, and improvements, shall make the same in a good and workmanlike manner, and in accordance with all applicable laws, codes, and building regulations, and shall, prior to occur the making of March 31such alterations, 2023 changes, and improvements, assure Landlord, in form satisfactory to Landlord, that payment for the same will be made by Tenant. Tenant hereby completely and fully indemnifies Landlord against any Mechanic's Liens or other liens or claims in connection with the last day making of the fifteenth full month such alterations, changes, and improvements. Any liens arising out of such alterations, changes, and improvements shall be discharged of record by Tenant within thirty (30) days after the Amendment One Inclusion Date (“Latest Completion Date”). In addition to any information required to be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Leasesame have been filed, Tenant shallshall pay any and all taxes relating to its personal property, upon request of Landlordbusiness, provide Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) or improvements and alterations constructed as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement provided in this Section to reimburse 9. Upon completion of any non-cosmetic alterations, Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate provide Landlord to consent an "As Built" plan of the Premises showing such alterations in reasonable detail. With respect to any particular non-cosmetic alteration, change or improvement performed by Tenant, after the date hereof, Tenant will restore the Premises to the condition which existed prior to the making of alterations, changes or renovation in the Amendment One Expansion Space. (iv) Provided Tenantimprovements, at the time Landlord is required pursuant to this Section to pay Tenant all expiration or any portion earlier termination of the Tenant’s AllowanceTerm, unless Landlord has failed to request such restoration at the time Landlord's consent is not in default under the Lease and no condition known granted, if such consent is required, or by notice to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, that Landlord shall disburse Tenant's Allowance (waive its rights to require such restoration, in which event Tenant shall have no obligation to restore the Premises. Such waiver by Landlord may be in whole or a portion thereof as applicable) in part, and if in part, subject to the preceding sentence, Tenant shall restore to the extent (X) any Approved Reimbursable Improvements have been completed prior to such obligation is not waived by Landlord. Any cabling or wiring installed in the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred Premises shall be removed by Tenant in connection with such improvements, (b) copies at the end of "as-built" plans of such improvements prepared and certified by Tenant's architect (the Term if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved so requested by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv).

Appears in 1 contract

Samples: Lease Agreement (Spire Corp)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior Tenant shall make no structural changes to the later to occur of March 31, 2023 Premises or the last day Building (or to the mechanical or building systems of the fifteenth full month after Building) and shall make no changes of any kind respecting the Amendment One Inclusion Date (“Latest Completion Date”). In addition to any information required Premises or the Building which are visible from the exterior of the Premises without Landlord's prior written consent, to be provided granted or withheld in Landlord's sole discretion. Any other nonstructural changes or other alterations, additions, or improvements to the Premises, except for cosmetic, non-structural alterations, such as painting, carpeting and wallpapering, costing less than $55,000.00 per alteration or series of related alterations, which shall require advance written notice to Landlord (but shall not require Landlord's prior consent), shall be made by or on behalf of Tenant pursuant to Article 8.0 only with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant's trade fixtures as described in the Lease paragraph entitled "Trade Fixtures and Equipment" below) made by, for, or otherwise required under at the Lease, direction of Tenant shall, upon request when made, become the property of Landlord, provide at Landlord's sole election and shall, unless otherwise specified by Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenant, at the time Landlord is required pursuant to gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Section to pay Tenant all or any portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days the then-existing quality and color scheme (“Long Duration Approved Reimbursable Improvements”where appropriate), provided of the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected balance of the Building and, in any event, Landlord may withhold its consent to be completed any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion undertaking of the applicable Long Duration Approved Reimbursable Improvementsproposed alteration or improvement. Further, will be sufficient all alterations and improvements to fund the entirety of such Long Duration Approved Reimbursable ImprovementsPremises, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items the Tenant Improvements (bwhich shall be governed by the terms of Section 3(c) herein), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received whether undertaken by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with shall be subject to a fee (the passage of time or "Construction Management Fee"). Landlord agrees to provide all such services as are customary and appropriate for a construction manager and Tenant agrees to pay Landlord the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof Construction Management Fee as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv).follows:

Appears in 1 contract

Samples: Roof License Agreement (Oni Systems Corp)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the later to occur of March 31Premises, 2023 the Building or elsewhere on the last day of the fifteenth full month after the Amendment One Inclusion Date (“Latest Completion Date”). In addition to Property, nor permit any information required holes to be provided drilled or made in or on the Premises, the Building or elsewhere on the Property except in each instance in such place and manner and by contractors or mechanics all as shall first have been approved in advance and in writing by Landlord. No such installations or other work shall be undertaken or begun by Tenant pursuant until Landlord has approved written plans and specifications therefor; and no amendments or additions to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, upon request such plans and specifications shall be made without prior written consent of Landlord. Any such alteration, provide Landlord with decoration, installation, removal, addition and improvement shall be done at the sole expense of Tenant and at such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) times and in such manner as Landlord may from time designate. If Tenant shall make any alterations, decorations, installations, removals, additions or improvements, then Landlord may elect to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenant, at the time Tenant's expense, at the expiration of this Lease, to restore the Premises, the Building and the Property (as the case may be) to substantially the same condition as existed at the Term Commencement Date. If, prior to the installation of such items and as part of Tenant's request for Landlord's approval of such items, Tenant requests in writing that Landlord is indicate whether and how Tenant will be required pursuant to this Section to pay Tenant all restore the Premises or any other portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the LeaseProperty, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) respond to Tenant in writing and Landlord shall only be able to require Tenant to perform the restoration described in such Landlord response. Notwithstanding anything to the extent contrary contained in this Section, during the Term of the Lease Tenant may, without the prior approval of Landlord, perform interior non-structural alterations, provided that (X1) the total cost of all such alterations in the aggregate does not exceed $25,000 in any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date twelve month period and (Y)2) in advance of any such alterations (and in the instance of any change in information previously provided to Landlord, no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvementsapplicable), Tenant provides Landlord with (ca) an affidavit from Tenant's construction drawings stamped by a registered architect that such improvements have been completed in accordance with applicable plans approved by Landlordand showing the proposed alterations, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (eb) a copy certification stating the cost of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion proposed alterations and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying and (c) a building permit for the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for proposed alteration issued by the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for of the Lease (including, without limitation, Landlord’s disbursal 's advance approval of Tenant’s Allowance other than items (bplans and drawings, etc.), Landlord agrees in concept that the existing monument sign identifying the tenants and the Building from Fourth Avenue may be modified, relocated or replaced (c)by Tenant, (dat Tenant's expense) and a new sign may be installed on the Building (e) above by Tenant, at Tenant's expense). Tenant acknowledges and agrees that Landlord's agreement in concept as described in this subparagraph paragraph is subject to (iv), but provided among other things) applicable laws and zoning ordinances. Under no circumstances shall Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine be deemed to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is be in default under the Lease or a condition known if those things to Tenant or which Landlord exists which with the passage of time or the giving of notice would constitute a default has agreed in concept are not permitted under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)or zoning ordinances or otherwise.

Appears in 1 contract

Samples: Lease Agreement (NeuroMetrix, Inc.)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior or any other applicable Section of this Lease, Tenant shall not make any alteration or addition to the later Utility Systems or related equipment in the Building or elsewhere on the Property without the prior written consent of Landlord in advance and in each instance. Any alteration or additions to occur of March 31the Utility Systems, 2023 including, without limitation, additional pipes, feeders, risers or the last day of like and any other equipment proper and necessary in connection with such additional pipes, feeders, or risers or the fifteenth full month after the Amendment One Inclusion Date like (collectively Latest Completion DateModified Utility Delivery Facilities). In addition ) which may be necessary to any information meet Tenant’s utility needs, may upon Tenant’s request and Landlord’s consent (as required to above in this grammatical paragraph or as may be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under this Lease) and at the Leasesole cost and expense of Tenant, Tenant shallbe installed in accordance with plans and specifications therefor that have been approved in advance and in writing by Landlord; provided, upon request however that the foregoing language of Landlord, provide Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs sentence shall not be deemed to obligate Landlord to consent to any particular improvement plans or renovation specifications or any particular request of Tenant relating to Modified Utility Delivery Facilities. Landlord agrees not to unreasonably withhold, delay or condition Landlord’s consent with respect to any Modified Utility Delivery Facilities, provided such Modified Utility Delivery Facilities are permissible under applicable law, utility provider and insurance company regulations and guidelines, all terms and conditions of this Lease and the installation of such Modified Utility Delivery Facilities will not cause permanent damage or injury to the Building or any other portion of the Property or cause or create a dangerous condition or in any way diminish the Amendment One Expansion Space. value of the Building or the Property, all as determined by Landlord in Landlord’s sole discretion; and provided further that, notwithstanding anything to the contrary above in this Section or elsewhere in this Lease, Landlord may elect to require (iva) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all or any portion of the Tenant’s Allowanceexpense, is not in default under at the Lease expiration or earlier termination of this Lease, to remove the Modified Utility Delivery Facilities and no condition known repair any damage to Tenant or Landlord exists which with the passage of time Building or the giving of notice would constitute a default under Property caused by such removal and or restore the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date Building and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction Property (as the case may be)) to substantially the same condition as prior to the installation of the Modified Utility Delivery Facilities or (b) pay to Landlord the cost (as determined by Landlord) to remove the Modified Utility Delivery Facilities and perform the related repairs and restoration contemplated in above in this sentence; provided, (C) Landlord’s receipt however, that, if prior to the installation of particular Modified Utility Delivery Facilities and as part of Tenant’s application request for paymentLandlord’s approval of such Modified Utility Delivery Facilities, (D) Tenant requests in writing that Landlord indicate whether Landlord will require Tenant to remove the completion Modified Utility Delivery Facilities and whether and how Tenant will be required to repair and or restore the Building or other portion of the Property related to the Modified Utility Delivery Facilities, Landlord shall respond to Tenant reasonably, promptly and in writing and Landlord shall only be able to require Tenant to perform the removal and restoration described in such Landlord response with respect to the Modified Utility Delivery Facilities. Tenant, at Tenant’s expense, shall purchase, install and replace all light bulbs, tubes or other consumable light emitting devices used in and about the Property. Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may incur if the quantity, character, or supply of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlordutility is changed or is no longer available or suitable for Tenant’s receipt of items (a) through (e) above in this subsection (iv)requirements.

Appears in 1 contract

Samples: Lease Agreement (D8 Holdings Corp.)

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ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural or mechanical alterations in the premises and completed at a commercially reasonable cost shall perform no construction, without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the later contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent, to occur decorate the premises (i.e., carpeting, painting, wallpapering and similar surface treatments) upon prior notice to Landlord. All contractors and mechanics doing any work in the premises, including decoration, must be reasonably acceptable to Landlord. Except in the case of March 31, 2023 or the last day structural alterations and alterations of the fifteenth full month after mechanical system (other than the Amendment One Inclusion Date (“Latest Completion Date”relocation of convectors and their appurtenant ducts in small areas), Landlord shall not impose any supervision charge on Tenant or its contractors and mechanics. In addition to any information required to Any such work, decoration, additions and improvements shall be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, upon request of Landlord, provide Landlord with done at Tenant's sole cost and expense and at such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) times and in such manner as Landlord may from time to time require with respect reasonably designate. Tenant's contractors and mechanics will be given reasonable access to the costs of any improvements for which service elevator to bring materials to and from the premises. No installations or work shall be undertaken or begun by Tenant seeks Landlord’s approval. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration until: (i) Landlord has approved written plans and Improvement Costs shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. specifications and a time schedule therefor; (ivii) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all or any portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application made provision for payment including (a) copies either written waivers of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers liens from all contractors, subcontractorslaborers and suppliers of materials for such installations or work, material suppliers and all others engaged in construction the filing of xxxx xxxxx on behalf of such improvements contractors, laborers and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued suppliers, or other appropriate protective measures approved by the City of Waltham upon completion Landlord. No amendments or additions to such plans and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy specifications shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for made without the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur written consent of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if . Landlord's consent and to the extent applicable, Landlord’s receipt of items (a) through (e) above in approval required under this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord Article 12 shall not be required unreasonably withheld. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Unit which shall, at any time prior to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last Term Commencement Date, result from or be attributable to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant alteration, addition or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and improvement to the extent applicable, Landlord’s receipt premises made by or for the account of items (a) through (e) above Tenant in this subsection (iv)excess of the specifications and quantities provided in Exhibit 3.

Appears in 1 contract

Samples: Sublease Agreement (Breakaway Solutions Inc)

ALTERATIONS AND IMPROVEMENTS BY TENANT. (a) Tenant shall have the right during the continuance of this Lease Agreement to make such non-structural alterations, changes and completed at a commercially reasonable cost improvements to the Premises as may be proper and necessary for the conduct of Tenant's business and for the full beneficial use of the Premises. Tenant shall not make any structural change in the Premises, alterations or additions to the exterior of the Premises (unless such alterations or additions are cosmetic in nature), or penetrations of the roof (except in connection with the re-installation of Tenant's equipment pursuant to Exhibit B hereof ), without first having obtained Landlord's written consent thereto, which consent may be withheld in Landlord's sole discretion. Without limitation, Landlord may condition any such consent by reserving the right to require the Premises to be restored to the same condition they were in prior to the later making of any such structural or exterior change. Tenant shall pay all costs and expenses of such alterations, changes, and improvements, shall make the same in a good and workmanlike manner, and in accordance with all applicable laws, codes, and building regulations, and shall, prior to occur the making of March 31such alterations, 2023 changes, and improvements, assure Landlord, in form satisfactory to Landlord, that payment for the same will be made by Tenant. Tenant hereby completely and fully indemnifies Landlord against any Mechanic's Liens or other liens or claims in connection with the last day making of the fifteenth full month such alterations, changes, and improvements. Any liens arising out of such alterations, changes, and improvements shall be discharged of record by Tenant within thirty (30) days after the Amendment One Inclusion Date (“Latest Completion Date”). In addition to any information required to be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Leasesame have been filed, Tenant shallshall pay any and all taxes relating to its personal property, upon request of Landlordbusiness, provide Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) or improvements and alterations constructed as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approval. Landlord’s agreement provided in this Section to reimburse 9. Upon completion of any non-cosmetic alterations, Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate provide Landlord to consent an "As Built" plan of the Premises showing such alterations in reasonable detail. With respect to any particular non-cosmetic alteration, change or improvement performed by Tenant after the date hereof, Tenant will restore the Premises to the condition which existed prior to the making of alterations, changes or renovation in the Amendment One Expansion Space. (iv) Provided Tenantimprovements, at the time Landlord is required pursuant to this Section to pay Tenant all expiration or any portion earlier termination of the Tenant’s AllowanceTerm, unless Landlord has failed to request such restoration at the time Landlord's consent is not in default under the Lease and no condition known granted, if such consent is required, or by notice to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, that Landlord shall disburse Tenant's Allowance (waive its rights to require such restoration, in which event Tenant shall have no obligation to restore the Premises. Such waiver by Landlord may be in whole or a portion thereof as applicable) in part, and if in part, subject to the preceding sentence, Tenant shall restore to the extent (X) any Approved Reimbursable Improvements have been completed prior to such obligation is not waived by Landlord. Any cabling or wiring installed in the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred Premises shall be removed by Tenant in connection with such improvements, (b) copies at the end of "as-built" plans of such improvements prepared and certified by Tenant's architect (the Term if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved so requested by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv).

Appears in 1 contract

Samples: Lease Agreement (Spire Corp)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the later to occur of March 31, 2023 or the last day of the fifteenth full month after the Amendment One Inclusion Date Demised Premises without Landlord’s prior written consent and then only by contractors approved by Landlord (“Latest Completion Date”including without limitation those contractors identified in Exhibit D attached hereto and made a part hereof). In addition to any information required to No installations or other such work shall be provided undertaken or begun by Tenant pursuant until Landlord has approved written plans and specifications therefor; and no amendments or additions to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, upon request such plans and specifications shall be made without prior written consent of Landlord. Any such alterations, provide Landlord with decorations, installations, removals, additions and improvements shall be done at the sole expense of Tenant and at such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) times and in such manner as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approvalreasonably designate. Landlord’s agreement in Any consent or approval required under this Section to reimburse Tenant for Eligible Alteration and Improvement Costs Article shall not be deemed to obligate Landlord to consent to any particular improvement unreasonably withheld or renovation delayed in the Amendment One Expansion Spacecase of any proposed work of a non-structural nature which does not affect the common areas or facilities of the Property. Pursuant to the foregoing provisions, but subject to the receipt of reasonably acceptable engineering data, Landlord hereby consents to the work described in the plans and specifications referenced in Exhibit E attached hereto and made a part hereof (iv) Provided hereinafter referred to as “Tenant’s Initial Work”). If Tenant shall make any alterations, decorations, installations, removals, additions or improvements, then Landlord may elect, at the time Landlord is required pursuant of consenting thereto, to require Tenant at the expiration of this Section Lease to pay Tenant all or any portion of restore the Tenant’s Allowance, is not in default under the Lease and no condition known Demised Premises to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying substantially the same and except in condition as existed at the event the City of Waltham indicates to Tenant Term Commencement Date. Landlord acknowledges that the Amendment One Expansion Space may be lawfully occupied, but Landlord has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted not made such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, election with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Initial Work other than Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)Removable Property.

Appears in 1 contract

Samples: Agreement of Lease (Investment Technology Group Inc)

ALTERATIONS AND IMPROVEMENTS BY TENANT. a. Tenant shall have the right, at its own expense, to make such non- structural alterations and completed at a commercially reasonable cost prior changes in and to the later Premises as it shall deem expedient or necessary for its purposes provided it has first obtained the consent thereto of Landlord in writing, Landlord agreeing that it shall not withhold, delay or condition such consent unreasonably. All such work shall be done in good and workmanlike manner, and in accordance with all applicable laws and shall be performed only by Landlord approved contractors (such approval not to occur of March 31be unreasonably withheld, 2023 conditioned or delayed) under the last day supervision of the fifteenth full month after the Amendment One Inclusion Date (“Latest Completion Date”)Landlord. In addition to any information required to be provided by Tenant pursuant to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, Landlord shall execute and deliver upon request of LandlordTenant such instrument or instruments embodying the approval of Landlord which may be required by any public or quasi-public authority for the purpose of obtaining any license or permit for the making of such alterations or changes in, provide to or upon said Premises, Tenant agreeing to pay for and procure such license or permit. Tenant will not make or permit anyone to make any alterations, improvements or additions in or to the Premises, or install any equipment of any kind that will require any alteration or addition to, or the use of, the water, heating, air conditioning or electrical or other building systems or equipment without the consent thereto of Landlord with in writing, Landlord agreeing that it shall not withhold, delay or condition such reasonable information (for exampleconsent unreasonably. If any such alterations or improvements are made, without intended limitationsuch consent, quotations, estimates, proposals, unit costs, etc.) as the Landlord may from time to time require with respect correct or remove them and the Tenant shall be liable for any and all expense incurred by the Landlord in the performance of this work. Any such alterations, additions or improvements to the costs Premises which are made with the Landlord's prior written consent shall immediately become the property of any improvements for which Tenant seeks Landlord’s approvalthe Landlord and shall remain upon and be surrendered with the Premises as part thereof at the end of the term. Landlord’s agreement in this Section to reimburse Tenant for Eligible Alteration and Improvement Costs shall not be deemed to obligate The Landlord to consent to any particular improvement or renovation in the Amendment One Expansion Space. (iv) Provided Tenantmay, however, at the time Landlord is required pursuant of the giving of such consent, by written notice to this Section such effect, require the Tenant to pay Tenant remove all or any portion part of such alterations, additions or improvements at the end of the Tenant’s AllowanceTerm, is not and in default under such event the Lease Tenant shall remove the same at its expense and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant repair all damage to the extent (X) any Approved Reimbursable Improvements have been completed prior to premises caused by such removal at the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer end of the entity constituting Tenant certifying the same and except in the event the City of Waltham indicates to Tenant that the Amendment One Expansion Space may be lawfully occupied, but has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)Term.

Appears in 1 contract

Samples: Work Agreement (Iwo Holdings Inc)

ALTERATIONS AND IMPROVEMENTS BY TENANT. and completed at a commercially reasonable cost prior Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the later to occur of March 31, 2023 or the last day of the fifteenth full month after the Amendment One Inclusion Date Demised Premises without Landlord's prior written consent and then only by contractors approved by Landlord (“Latest Completion Date”including without limitation those contractors identified in Exhibit D attached hereto and made a part hereof). In addition to any information required to No installations or other such work shall be provided undertaken or begun by Tenant pursuant until Landlord has approved written plans and specifications therefor; and no amendments or additions to Article 8.0 of the Lease or otherwise required under the Lease, Tenant shall, upon request such plans and specifications shall be made without prior written consent of Landlord. Any such alterations, provide Landlord with decorations, installations, removals, additions and improvements shall be done at the sole expense of Tenant and at such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) times and in such manner as Landlord may from time to time require with respect to the costs of any improvements for which Tenant seeks Landlord’s approvalreasonably designate. Landlord’s agreement in Any consent or approval required under this Section to reimburse Tenant for Eligible Alteration and Improvement Costs Article shall not be deemed to obligate Landlord to consent to any particular improvement unreasonably withheld or renovation delayed in the Amendment One Expansion Spacecase of any proposed work of a non-structural nature which does not affect the common areas or facilities of the Property. Pursuant to the foregoing provisions, but subject to the receipt of reasonably acceptable engineering data, Landlord hereby consents to the work described in the plans and specifications referenced in Exhibit E attached hereto and made a part hereof (iv) Provided hereinafter referred to as "Tenant's Initial Work"). If Tenant shall make any alterations, decorations, installations, removals, additions or improvements, then Landlord may elect, at the time Landlord is required pursuant of consenting thereto, to require Tenant at the expiration of this Section Lease to pay Tenant all or any portion of restore the Tenant’s Allowance, is not in default under the Lease and no condition known Demised Premises to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of "as-built" plans of such improvements prepared and certified by Tenant's architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements), (c) an affidavit from Tenant's architect that such improvements have been completed in accordance with applicable plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Amendment One Expansion Space issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any improvements, in which case Tenant shall provide a letter signed by an officer of the entity constituting Tenant certifying substantially the same and except in condition as existed at the event the City of Waltham indicates to Tenant Term Commencement Date. Landlord acknowledges that the Amendment One Expansion Space may be lawfully occupied, but Landlord has yet to perform the ministerial task of producing the Certificate of Occupancy, in which event commercially reasonable evidence satisfactory to Landlord acting reasonably that the City of Waltham has conducted all final inspections, has accepted not made such improvements and intends to issue a Certificate of Occupancy shall be sufficient in lieu of a Certificate of Occupancy; provided however that in this case, Tenant shall continue to use reasonable efforts to obtain an actual Certificate of Occupancy for the City of Waltham). Notwithstanding the forgoing language of above in this subparagraph (iv) to the contrary, election with respect to Approved Reimbursable Improvements with a planned construction schedule exceeding 90 days (“Long Duration Approved Reimbursable Improvements”), provided the applicable Long Duration Approved Reimbursable Improvements are reasonably scheduled and expected to be completed prior to the Latest Completion Date and the amount of remaining of Tenant’s Allowance is then and, upon completion of the applicable Long Duration Approved Reimbursable Improvements, will be sufficient to fund the entirety of such Long Duration Approved Reimbursable Improvements, not more than one time in any consecutive 30-day period, Tenant may, by notice to Landlord provide an application for payment requesting disbursal of a portion of Tenant’s Allowance (or what then remains thereof) reflecting, net of a 10% retainage, the then partially completed portion of the applicable Long Duration Approved Reimbursable Improvements. Subject to all applicable terms and conditions for Landlord’s disbursal of Tenant’s Allowance other than items (b), (c), (d) and (e) above in this subparagraph (iv), but provided Landlord may require partial lien waivers from all or some contractors, subcontractors, material suppliers and or others engaged in constructing such Long Duration Approved Reimbursable Improvements, Landlord shall disburse such portion of Tenants Allowance as Landlord, in Landlord’s discretion shall determine to reasonably reflect the completed portion of such Long Duration Approved Reimbursable Improvements. Tenant’s final application for disbursement of Tenant’s Allowance with respect to completed Long Duration Approved Reimbursable Improvements shall include items (b), (c), (d) and (e) above in this subparagraph (iv) and Landlord shall have no obligation to disburse further portions of Tenant’s Allowance until such items are received by Landlord when and as otherwise required pursuant to the first sentence of this subparagraph (iv). Provided all applicable conditions set forth in this Section of this Amendment have been satisfied, Landlord shall disburse Tenant's Allowance (or a portion thereof as applicable) to Tenant within thirty days of the last to occur of Landlord’s receipt of Tenant’s application for payment, the completion of any applicable Approved Reimbursable Improvements and, if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv). In the event at the time Landlord is otherwise required pursuant to this Section to pay Tenant all or any portion of Tenant’s Allowance, Tenant is in default under the Lease or a condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall not be required to disburse 's Initial Work other than Tenant's Allowance (or a portion thereof as applicable) to Tenant as otherwise required pursuant to this Section until thirty days after the last to occur of (A) the day Tenant is no longer in default under this lease and any condition known to Tenant or Landlord which with the passage of time or the giving of notice would constitute a default under the Lease ceases to exist, (B) any damages and costs sustained by Landlord as a result of any default by Tenant under this Lease have been reimbursed to Landlord as required under the Lease, applicable law and/or as awarded by a court of competent jurisdiction (as the case may be), (C) Landlord’s receipt of Tenant’s application for payment, (D) the completion of any applicable Approved Reimbursable Improvements and (E) if and to the extent applicable, Landlord’s receipt of items (a) through (e) above in this subsection (iv)Removable Property.

Appears in 1 contract

Samples: Investment Technology Group Inc

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