COMPLETION OF THE PREMISES. 5.1 Landlord shall deliver possession of the Premises to Tenant on the Commencement Date, vacant, broom clean and with the Landlord’s Work Substantially Complete (as defined in the Work Letter). Except for the Landlord’s Work (including, without limitation, any Punch List Items or latent defects), Landlord shall have no obligation for completion or remodeling of the Premises, and Tenant shall accept the Premises in their “as is” condition on the Commencement Date. Notwithstanding the foregoing, Landlord represents and warrants that all building systems constituting part of Landlord’s Work shall be in good working condition, order and repair as of the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date and Expiration Date. 5.2 Notwithstanding any provision to the contrary herein, on or before the date that is one hundred fifty (150) days prior to the Commencement Date (the “Delivery Date”), Landlord shall provide Tenant with access to the Premises. Item Nos. 1 through 7, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be completed on or before the Delivery Date and remaining Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on said Exhibit E shall be completed not less than one hundred five (105) days prior to the Commencement Date. Such Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be referred to herein as “Landlord’s Secondary Initial Work.” Tenant shall be permitted continuous access to the Premises from and after the Delivery Date to enable Tenant to construct the Tenant’s Finish Work (as defined in the Work Letter) and install equipment, furniture, systems, telephone/data and otherwise perform such work to prepare the Premises for Tenant’s occupancy. Landlord shall also provide Tenant with early access to the Premises prior to the Delivery Date to allow Tenant to install wire, cabling, conduits and other related equipment and facilities related to or serving the HVAC and electrical systems at the Premises. Tenant and Landlord shall coordinate the timing and scope of such work at the Premises prior to the Delivery Date in order to allow for any Tenant installations that may be installed prior to the completion of the applicable portions of the Landlord’s Work. All such early access to the Premises, regardless of whether it occurs before or after the Delivery Date, shall not trigger the “Commencement Date” or the “Rent Commencement Date” of this Lease, and shall be subject to such reasonable rules and regulations as shall be established by Landlord to protect Landlord’s Work, minimize conflicts between contractors and subcontractors and maintain safety at the Premises. Commencing on the Delivery Date, Tenant agrees that all terms and provisions of this Lease shall be in effect, excluding, however, Tenant’s obligation to pay Rent which shall commence on the Rent Commencement Date as provided in Section 1.8 above. 5.3 Except as provided in the Work Letter, and except for any latent defects or Punch List Items, taking possession of the Premises by Tenant on the Commencement Date shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform. 5.4 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) to the best of Landlord’s knowledge, as of the Commencement Date, the Building and the Premises shall be in material compliance with all environmental laws; (b) as of the Commencement Date, the Building and the Premises shall be in material compliance with all applicable zoning laws, land use laws, agreements and the requirements of the Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there shall be no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of the Premises and the Building; (c) the use of the Premises for general office purposes and for the operation of a 24 hour per day, 7 day per week call center is permitted as of right at the Real Property under all Applicable Legal Requirements; (d) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; (e) no other party has any possessory right to the Premises or has claimed the same; and (f) Landlord shall acquire fee simple title to the Real Property on or before July 15, 2008 (“Acquisition Deadline Date”), subject to no mortgage other than a construction loan with a lender to be selected by Landlord and whose identity shall be disclosed to Tenant no later than ten (10) days following the date of the recording of such lender’s mortgage or deed of trust encumbering the Real Property. In the event Landlord shall fail to acquire fee simple title to the Real Property on or before the Acquisition Deadline Date, Tenant may thereafter elect to terminate this Lease by giving written notice to Landlord of such election at any time prior to the acquisition of fee simple title to the Real Property by Landlord. 5.5 Within sixty (60) days after the Commencement Date, Landlord and Tenant may each have the Premises measured by an architect or engineer (“Landlord’s Professional” or “Tenant’s Professional,” as applicable) and provide the other party with written notice of such measurement (“Revised Measurement”). If the Revised Measurement of either party reveals that the Rentable Area of the Premises is less than or greater than that specified in this Lease, and upon acceptance of the Revised Measurement by the other party, or pursuant to the determination of the Independent Professional as set forth in the following grammatical paragraph, as applicable (“Final Measurement”), then, effective as of the Rent Commencement Date, the amounts set forth in this Lease for Base Rent and any other charges based upon the size of the Premises shall be revised based upon such Final Measurement. In such event, the parties hereto shall promptly execute a supplemental instrument evidencing the revised amounts; provided, however, that if the Final Measurement reveals that the Rentable Area of the Premises is greater than 52,500 Rentable Square Feet, then Base Rent and other charges based upon the size of the Premises shall be revised based upon a deemed square footage of 52,500 Rentable Square Feet. If either party does not agree with the Revised Measurement determined by Landlord’s Professional or Tenant’s Professional, as applicable, such party disputing the measurement may have the Premises remeasured by its architect or engineer within thirty (30) days after such party’s receipt of the Revised Measurement and the Landlord’s Professional and Tenant’s Professional shall consult with each other to reconcile any difference. If Landlord’s Professional and Tenant’s Professional are unable to mutually agree upon the Rentable Area of the Premises within fifteen (15) days after the expiration of such 30-day period, then Landlord’s Professional and Tenant’s Professional shall select a third qualified architect or engineer (“Independent Professional”) within such 15-day period and such Independent Professional shall, within five (5) business days after his or her selection, make a determination as to the gross square footage contained within the Building and constituting the “Rentable Area” or “Rentable Square Feet” and provide notice of the same in writing to the parties. The determination of the Independent Professional shall be final and binding upon the parties. Such final measurement determined pursuant to the preceding sentence shall be deemed the “Final Measurement” set forth in the preceding paragraph. Landlord shall be responsible for the payment of the fee of the Landlord’s Professional and Tenant shall be responsible for the payment of the fee of the Tenant’s Professional. If an Independent Professional is selected to measure the Premises, the fee of the Independent Professional shall be borne equally by Landlord and Tenant. If Tenant shall have made any payments to Landlord prior to the Final Measurement, then a prompt adjustment shall be made in said payments to reflect the revised amounts. Any overpayment by Tenant shall be credited by Landlord against Rent next due and payable, and any underpayment by Tenant shall be due to Landlord within thirty (30) days after the Final Measurement is complete. The determination of the measurement shall be computed in accordance with the current BOMA Standard Methods for Measuring Floor Area in Industrial Buildings for a Single Occupancy One Story Building using the Exterior Wall Methodology. 5.6 Notwithstanding any provision to the contrary contained in this Lease or the Work Letter attached hereto as Exhibit D, in the event that the Commencement Date is later than three hundred ninety (390) days following the date of the issuance by the City of Loveland, Colorado, of a footing and foundation permit for the Building (subject to extension for any Force Majeure Delay or any Tenant Delay, as defined in the Work Letter attached hereto as Exhibit D) (the “Outside Termination Date”), then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time after the Outside Termination Date, but prior to the Commencement Date.
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Samples: Lease, Lease (Constant Contact, Inc.)
COMPLETION OF THE PREMISES. 5.1 Landlord shall deliver possession 7.1 Tenant is accepting (a) the 37th Floor Premises on the Lease Commencement Date as to said Premises in "as is" but "broom clean" condition with existing lighting, sprinkler and HVAC systems in working good order on said date for general office uses but not necessarily adequate for Tenant's specific intended use of the Premises to Tenant beyond general office uses, and (b) the 25th Floor Premises on the Lease Commencement Date, vacant, broom clean and with the Landlord’s Work Substantially Complete (Date as defined in the Work Letter). Except for the Landlord’s Work (including, without limitation, any Punch List Items or latent defects), Landlord shall have no obligation for completion or remodeling of the Premises, and Tenant shall accept the to said Premises in their “"as is” " condition on the Commencement Date. Notwithstanding the foregoing, that date without any Landlord's Work required to be performed by Landlord represents and warrants that all building systems constituting part of Landlord’s Work shall be in good working condition, order and repair as of the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date and Expiration Date.
5.2 Notwithstanding any provision to the contrary herein, on or before that date.
(a) For the date that is one hundred fifty (150) days prior to the Commencement Date (the “Delivery Date”), Landlord shall provide Tenant with access to the Premises. Item Nos. 1 through 7, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be completed on or before the Delivery Date and remaining Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on said Exhibit E shall be completed not less than one hundred five (105) days prior to the Commencement Date. Such Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be referred to herein as “Landlord’s Secondary Initial Work.” Tenant shall be permitted continuous access to the Premises from and after the Delivery Date to enable Tenant to construct the Tenant’s Finish Work (as defined in the Work Letter) and install equipment, furniture, systems, telephone/data and otherwise perform such work to prepare the Premises for Tenant’s occupancy. Landlord shall also provide Tenant with early access to the Premises prior to the Delivery Date to allow Tenant to install wire, cabling, conduits and other related equipment and facilities related to or serving the HVAC and electrical systems at the Premises. Tenant and Landlord shall coordinate the timing and scope of such work at the Premises prior to the Delivery Date in order to allow for any Tenant installations that may be installed prior to the completion of the applicable portions of the Landlord’s Work. All such early access to the Premises, regardless of whether it occurs before or after the Delivery Date, shall not trigger the “Commencement Date” or the “Rent Commencement Date” purposes of this Lease, the term "Tenant's Work" shall mean the work, installations, improvements and equipment described in Tenant's Plans, if any, for the 37th Floor Premises and/or, at Tenant's option, work, installations, improvements and equipment, if any, described in Tenant's Plans (which have already been approved) for the 25th Floor Premises (while the same are being sublet by Tenant pursuant to the Sublease) for which Tenant intends to request advances of the Construction Contribution pursuant to Section 7.5. Tenant's Work shall be performed, subject to the provisions of this Article 7 and in accordance with Tenant's Plans, which plans shall be subject to such reasonable rules Landlord's approval, as modified by Change Orders reasonably approved by Landlord pursuant to Section 7.2(e), which approval shall not be unreasonably withheld or delayed (and regulations as Tenant's Work in the 25th Floor Premises for which Tenant does not request advances of the Construction Contribution pursuant to Section 7.5 shall be established by Landlord performed subject to protect Landlord’s Work, minimize conflicts between contractors and subcontractors and maintain safety at in accordance with the Premises. Commencing on the Delivery Date, Tenant agrees that all terms and provisions of this Lease the Sublease). Tenant shall not be in effect, excluding, however, required to perform any Tenant’s obligation to pay Rent which shall commence on the Rent Commencement Date 's Work as provided in Section 1.8 above.
5.3 Except as provided in the Work Letter, and except for any latent defects or Punch List Items, taking possession a condition of the Premises by Tenant on the Commencement Date shall be conclusive evidence that the Premises are in the condition agreed between obligations of Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform.
5.4 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) to the best of Landlord’s knowledge, as of the Commencement Date, the Building and the Premises shall be in material compliance with all environmental laws; (b) as of the Commencement Date, the Building and the Premises shall be in material compliance with all applicable zoning laws, land use laws, agreements and the requirements of the Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there shall be no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of the Premises and the Building; (c) the use of the Premises for general office purposes and for the operation of a 24 hour per day, 7 day per week call center is permitted as of right at the Real Property under all Applicable Legal Requirements; (d) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; (e) no other party has any possessory right to the Premises or has claimed the same; and (f) Landlord shall acquire fee simple title to the Real Property on or before July 15, 2008 (“Acquisition Deadline Date”), subject to no mortgage other than a construction loan with a lender to be selected by Landlord and whose identity shall be disclosed to Tenant no later than ten (10) days following the date of the recording of such lender’s mortgage or deed of trust encumbering the Real Property. In the event Landlord shall fail to acquire fee simple title to the Real Property on or before the Acquisition Deadline Date, Tenant may thereafter elect to terminate this Lease by giving written notice to Landlord of such election at any time prior to the acquisition of fee simple title to the Real Property by Landlord.
5.5 Within sixty (60) days after the Commencement Date, Landlord and Tenant may each have the Premises measured by an architect or engineer (“Landlord’s Professional” or “Tenant’s Professional,” as applicable) and provide the other party with written notice of such measurement (“Revised Measurement”). If the Revised Measurement of either party reveals that the Rentable Area of the Premises is less than or greater than that specified in this Lease, and upon acceptance performance of the Revised Measurement by the other partyTenant's Work, or pursuant to the determination of the Independent Professional as set forth in the following grammatical paragraphif any, as applicable (“Final Measurement”), then, effective as of the Rent Commencement Date, the amounts set forth in this Lease for Base Rent and any other charges based upon the size of the Premises shall be revised based upon such Final Measurement. In such event, the parties hereto shall promptly execute a supplemental instrument evidencing the revised amounts; provided, however, that if the Final Measurement reveals that the Rentable Area of the Premises is greater than 52,500 Rentable Square Feet, then Base Rent and other charges based upon the size of the Premises shall be revised based upon a deemed square footage of 52,500 Rentable Square Feet. If either party does not agree with the Revised Measurement determined by Landlord’s Professional or at Tenant’s Professional, as applicable, such party disputing the measurement may have the Premises remeasured by its architect or engineer within thirty (30) days after such party’s receipt of the Revised Measurement and the Landlord’s Professional and Tenant’s Professional shall consult with each other to reconcile any difference. If Landlord’s Professional and Tenant’s Professional are unable to mutually agree upon the Rentable Area of the Premises within fifteen (15) days after the expiration of such 30-day period, then Landlord’s Professional and Tenant’s Professional shall select a third qualified architect or engineer (“Independent Professional”) within such 15-day period and such Independent Professional shall, within five (5) business days after his or her selection, make a determination as to the gross square footage contained within the Building and constituting the “Rentable Area” or “Rentable Square Feet” and provide notice of the same in writing to the parties. The determination of the Independent Professional shall be final and binding upon the parties. Such final measurement determined pursuant to the preceding sentence shall be deemed the “Final Measurement” set forth in the preceding paragraph. Landlord shall be responsible for the payment of the fee of the Landlord’s Professional and Tenant shall be responsible for the payment of the fee of the Tenant’s Professional. If an Independent Professional is selected to measure the Premises, the fee of the Independent Professional shall be borne equally by Landlord and Tenant. If Tenant shall have made any payments to Landlord prior to the Final Measurement, then a prompt adjustment shall be made in said payments to reflect the revised amounts. Any overpayment by Tenant shall be credited by Landlord against Rent next due and payable, and any underpayment by Tenant shall be due to Landlord within thirty (30) days after the Final Measurement is complete. The determination of the measurement shall be computed in accordance with the current BOMA Standard Methods for Measuring Floor Area in Industrial Buildings for a Single Occupancy One Story Building using the Exterior Wall Methodology's option.
5.6 Notwithstanding any provision to the contrary contained in this Lease or the Work Letter attached hereto as Exhibit D, in the event that the Commencement Date is later than three hundred ninety (390) days following the date of the issuance by the City of Loveland, Colorado, of a footing and foundation permit for the Building (subject to extension for any Force Majeure Delay or any Tenant Delay, as defined in the Work Letter attached hereto as Exhibit D) (the “Outside Termination Date”), then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time after the Outside Termination Date, but prior to the Commencement Date.
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COMPLETION OF THE PREMISES. 5.1 Landlord shall deliver possession of the Premises to Tenant on the Commencement DateTenant, vacant, vacant and broom clean at the time of substantial completion of Landlord Work and with the Landlord’s Tenant Finish Work Substantially Complete (as defined in Section 5.4 below) (“Delivery Date”). In addition, Landlord shall grant Tenant access to the Premises prior to the Delivery Date for the purpose of installing its equipment and furniture at the Premises and otherwise perform such work to prepare the Premises for Tenant’s occupancy at such time as Landlord shall, in its good faith judgment, determine that such activities by Tenant will not unreasonably interfere with completion of Landlord Work Letterand/or Tenant Finish Work performed by Landlord. Any such access shall be subject to such rules and regulations as Landlord shall reasonably promulgate for the purpose of protecting the Premises, avoiding conflicts among contractors and promoting safety at the Premises. Commencing on the Delivery Date (or earlier date on which Landlord shall grant access or possession to Tenant), Tenant agrees that all terms and provisions of this Lease shall be in effect, excluding, however, Tenant’s obligation to pay Rent which shall commence on the Commencement Date as provided in Section 1.3 above. Except for completion of the Landlord’s Landlord Work (including, without limitation, any Punch List Items or latent defects)and Tenant Finish Work, Landlord shall have no obligation for completion or remodeling of the Premises, and Tenant shall accept the Premises in their “as is” condition on the Commencement Date. Notwithstanding the foregoing, Landlord represents and warrants that all building systems constituting part of Landlord’s Work shall be in good working condition, order and repair as of the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date and Expiration Date.
5.2 Notwithstanding any provision to the contrary herein, on or before the date that is one hundred fifty (150) days prior to the Commencement Date (the “Delivery Date”), Landlord shall provide Tenant with access to the Premises. Item Nos. 1 through 7, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be completed on or before the Delivery Date and remaining Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on said Exhibit E shall be completed not less than one hundred five (105) days prior to the Commencement Date. Such Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be referred to herein as “Landlord’s Secondary Initial Work.” Tenant shall be permitted continuous access to the Premises from and after the Delivery Date to enable Tenant to construct the Tenant’s Finish Work (as defined in the Work Letter) and install equipment, furniture, systems, telephone/data and otherwise perform such work to prepare the Premises for Tenant’s occupancy. Landlord shall also provide Tenant with early access to the Premises prior to the Delivery Date to allow Tenant to install wire, cabling, conduits and other related equipment and facilities related to or serving the HVAC and electrical systems at the Premises. Tenant and Landlord shall coordinate the timing and scope of such work at the Premises prior to the Delivery Date in order to allow for any Tenant installations that may be installed prior to the completion of the applicable portions of the Landlord’s Work. All such early access to the Premises, regardless of whether it occurs before or after the Delivery Date, shall not trigger the “Commencement Date” or the “Rent Commencement Date” of this Lease, and shall be subject to such reasonable rules and regulations as shall be established by Landlord to protect Landlord’s Work, minimize conflicts between contractors and subcontractors and maintain safety at the Premises. Commencing on the Delivery Date, Tenant agrees that all terms and provisions of this Lease shall be in effect, excluding, however, Tenant’s obligation to pay Rent which shall commence on the Rent Commencement Date as provided in Section 1.8 above.
5.3 Except as provided in the Work Letter, and except for any latent defects or Punch List Items, taking possession of the Premises by Tenant on the Commencement Delivery Date shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform.
5.4 5.3 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) provided that Tenant only uses the Premises for the Permitted Use, the Building and the Premises are in material compliance with all applicable zoning and land use laws; (b) to the best of Landlord’s knowledge, as of the Commencement Date, the Building and the Premises shall be are in material compliance with all environmental lawslaws and agreements; (bc) as of the Commencement Date, the Building and the Premises shall be are in material compliance with all applicable zoning laws, land use laws, agreements and the requirements of the all Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there shall be are no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of the Premises and the BuildingPremises; (cd) the use of the Premises for general office purposes and for the operation of a 24 hour per day, 7 day per week call center Permitted Use is permitted as a matter of right at the Real Property under all Applicable Legal Requirementsapplicable laws, rules, and regulations, and all Title Restrictions; (de) Tenant shall not be required to pay any design review fee to the Centerra Design Review Committee in connection with its use of the Premises for the Permitted Use; (f) Landlord holds fee simple title to the Real Property, subject to no mortgage other than a mortgage for the benefit of Xxxxx Fargo Bank, N.A.; (g) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; and (eh) no other party has any possessory right to the Premises or has claimed the same; .
5.4 Landlord shall, at Landlord’s sole cost and (f) expense, perform certain improvements at the Premises described as “Landlord Work” on Exhibit E attached hereto. In addition, Landlord shall acquire fee simple title perform certain improvements at the Premises on behalf of Tenant described as “Tenant Finish Work” on Exhibit E attached hereto at Tenant’s sole cost and expense as set forth on Exhibit E with respect to Tenant Finish Work. The Landlord Work and Tenant Finish Work shall be completed in accordance with the Real Property terms of the Work Letter attached hereto as Exhibit G. The Landlord Work and Tenant Finish Work shall be deemed to be “Substantially Complete” on the later of (i) the date upon which all Landlord Work and Tenant Finish Work have been performed, other than any minor details of construction, mechanical adjustment or before July 15any other similar matter, 2008 the non-completion of which does not materially interfere with Tenant’s use of the Premises (“Acquisition Deadline DatePunch List Items”), subject to no mortgage other than a construction loan with a lender to be selected by Landlord and whose identity shall be disclosed to Tenant no later than ten (10ii) days following the date upon which Landlord obtains a temporary or permanent certificate of occupancy for the Premises permitting the lawful occupancy and use of the recording of such lender’s mortgage or deed of trust encumbering Premises by Tenant for the Real PropertyPermitted Use. In the event that Landlord obtains a temporary certificate of occupancy for the Premises, Landlord shall diligently undertake such action as shall be required to secure a permanent certificate of occupancy for the Premises. If Landlord shall thereafter fail to acquire fee simple title obtain such permanent certificate of occupancy and such failure to the Real Property on or before the Acquisition Deadline Date, Tenant may thereafter elect to terminate this Lease by giving written notice to Landlord obtain a permanent certificate of such election at any time prior to the acquisition of fee simple title to the Real Property by Landlord.
5.5 Within sixty (60) days after the Commencement Date, Landlord and Tenant may each have the Premises measured by an architect or engineer (“Landlord’s Professional” or “occupancy shall materially interfere with Tenant’s Professional,” as applicable) and provide the other party with written notice of such measurement (“Revised Measurement”). If the Revised Measurement of either party reveals that the Rentable Area use or occupancy of the Premises is less than or greater than that specified in this Lease, and upon acceptance of the Revised Measurement by the other party, or pursuant to the determination of the Independent Professional as set forth in the following grammatical paragraph, as applicable (“Final Measurement”)Premises, then, effective as subject to the provisions of Section 21 below and except to the Rent Commencement Dateextent that such delay is caused by Tenant, the amounts set forth in this Lease for Base Rent and any other charges based upon the size of the Premises Landlord shall be revised based upon such Final Measurementdeemed in default hereunder. In such event, the parties hereto shall promptly execute a supplemental instrument evidencing the revised amounts; provided, however, that if the Final Measurement reveals that the Rentable Area of the Premises is greater than 52,500 Rentable Square Feet, then Base Rent and other charges based upon the size of the Premises shall be revised based upon a deemed square footage of 52,500 Rentable Square Feet. If either party does not agree with the Revised Measurement determined by Landlord’s Professional or Tenant’s Professional, as applicable, such party disputing the measurement may have the Premises remeasured by its architect or engineer within thirty (30) days after such party’s receipt of the Revised Measurement and the Landlord’s Professional and Tenant’s Professional shall consult with each other to reconcile any difference. If Landlord’s Professional and Tenant’s Professional are unable to mutually agree upon the Rentable Area of the Premises within Within fifteen (15) days after the expiration Landlord Work and Tenant Finish Work are Substantially Complete, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a list of the Punch List Items setting forth any portions of the Landlord Work and/or Tenant Finish Work that is not in conformity with such 30-day period, then Landlord’s Professional work as described on Exhibit E attached to this Lease. Landlord shall correct all such Punch List Items as promptly as reasonably possible and with a minimum of interference with Tenant’s Professional shall select a third qualified architect or engineer (“Independent Professional”) within such 15-day period occupancy and such Independent Professional shall, within five (5) business days after his or her selection, make a determination as to the gross square footage contained within the Building and constituting the “Rentable Area” or “Rentable Square Feet” and provide notice use of the same in writing to the parties. The determination of the Independent Professional shall be final and binding upon the parties. Such final measurement determined pursuant to the preceding sentence shall be deemed the “Final Measurement” set forth in the preceding paragraphPremises. Landlord shall be solely responsible for the payment of the fee of the Landlord’s Professional all Landlord Work and Tenant shall be solely responsible for the payment of all Tenant Finish Work. Prior to the fee commencement of any Tenant Finish Work, Tenant shall deposit with Landlord an amount equal to fifty percent (50%) of the Tenant’s Professional. If an Independent Professional is selected to measure the Premises, the fee cost of the Independent Professional shall Tenant Finish Work as set forth on Exhibit E, which deposit (“Tenant Finish Deposit”) may be borne equally used by Landlord and Tenantin connection with the installation of the Tenant Finish Work. If Upon completion of the Tenant Finish Work, Tenant shall have made any payments reimburse to Landlord prior the remaining balance owing for the Tenant Finish Work as set forth on Exhibit E.
5.5 Landlord agrees to use commercially reasonable efforts to Substantially Complete the Final MeasurementLandlord Work and Tenant Finish Work on or before June 1, then a prompt adjustment shall be made in said payments to reflect the revised amounts2008. Any overpayment by Tenant shall be credited by Landlord against Rent next due and payable, and any underpayment by Tenant shall be due to Landlord within thirty (30) days after the Final Measurement is complete. The determination of the measurement shall be computed in accordance with the current BOMA Standard Methods for Measuring Floor Area in Industrial Buildings for a Single Occupancy One Story Building using the Exterior Wall Methodology.
5.6 Notwithstanding any provision to the contrary contained in this Lease or the Work Letter attached hereto as Exhibit D, in In the event that the Commencement Date is later than three hundred ninety July 1, 2008 (390“Outside Delivery Date”), then Tenant’s obligation to pay Rent starting on the Commencement Date shall be delayed by one (1) days following day for each day, commencing on the date of Outside Delivery Date and continuing until the issuance by Commencement Date. In the City of Lovelandevent that the Commencement Date is later than September 1, Colorado, of a footing and foundation permit for the Building (subject to extension for any Force Majeure Delay or any Tenant Delay, as defined in the Work Letter attached hereto as Exhibit D) 2008 (the “Outside Termination Date”), then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time after the Outside Termination Date, but prior to the Commencement Date. In the event Tenant shall elect to terminate this Lease after the Outside Termination Date as provided in the preceding sentence, Landlord shall refund to Tenant the Deposit and the Tenant Finish Deposit less any amounts paid by Landlord for the purchase of the Liebert Unit on behalf of Tenant and Landlord shall thereafter transfer ownership of the Liebert Unit to Tenant by xxxx of sale. Notwithstanding the foregoing, in the event that the date for the Landlord Work and Tenant Finish Work to be Substantially Complete, the Outside Delivery Date and the Outside Termination Date are delayed as a result of Tenant Delays defined in the Work Letter attached hereto, then such dates shall be extended by the number of days caused by Tenant Delay.
Appears in 1 contract
Samples: Lease (Constant Contact, Inc.)
COMPLETION OF THE PREMISES. 5.1 Landlord shall deliver possession of (a) Prior to the Premises to Tenant on the Lease Commencement Date, vacantLandlord shall complete the work described in Exhibit "B" annexed hereto and made part hereof (the "Landlord's Work"), broom clean at its sole cost and with expense. Tenant shall pay to Landlord any expense incurred by Landlord as a result of change requested by Tenant which affect Landlord's Work.
(b) Tenant agrees that subsequent to the Landlord’s Work Substantially Complete Commencement Date it shall, at its sole cost and expense, provide all work of whatsoever nature that is necessary to complete the Premises and open the Premises for business to the public (as defined in collectively, the Work Letter"Tenant's Work"). Except for The Tenant will be responsible to obtain all building permits and to build-out the space as per its requirements. This Work shall include but not be limited to the distribution of HVAC; erection of internal partition; installation of drop ceiling as needed; installation of lighting fixtures and other electrical needs; installation of flooring; painting; reconfiguration and extension of sprinkler heads as needed. Tenant agrees to furnish Landlord’s , with a complete and detailed set of plans and specifications drawn by a registered architect, setting forth and describing Tenant's Work (includingin such detail as Landlord may reasonably require. Tenant's architect and any contractor used in performing Tenant's Work shall be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed. Landlord may require Tenant, at Tenant's sole cost and expense, to furnish a bond or other security satisfactory to Landlord to assure diligent and faithful performance of Tenant's Work, If said plans and specifications are not so furnished by Tenant within the required time periods Landlord may, at its option, terminate this Lease and the tenancy hereby created at any time thereafter, while such plans and specifications have not been so furnished, by notice in writing thereof to Tenant. No deviation from the final set of plans and specifications, once submitted to and approved by Landlord, shall be made by Tenant without limitation, any Punch List Items or latent defects), Landlord's prior written consent. Approval of plans and specifications by Landlord shall have no obligation not constitute the assumption of any responsibility by Landlord for completion their accuracy or remodeling of the Premisessufficiency, and Tenant shall accept the Premises be solely responsible for such plans and specifications. If Tenant fails to complete Tenant's Work in their “as is” condition on the Commencement Date. Notwithstanding the foregoingaccordance with such plans and specifications prior to July 1, 2002, Landlord represents and warrants that all building systems constituting part of may, at Landlord’s Work shall be in good working condition's option, order and repair as of the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date and Expiration Date.
5.2 Notwithstanding any provision to the contrary herein, on or before the date that is one hundred fifty (150) days prior to the Commencement Date (the “Delivery Date”), Landlord shall provide Tenant with access to the Premises. Item Nos. 1 through 7, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be completed on or before the Delivery Date and remaining Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on said Exhibit E shall be completed not less than one hundred five (105) days prior to the Commencement Date. Such Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be referred to herein as “Landlord’s Secondary Initial Work.” Tenant shall be permitted continuous access to the Premises from and after the Delivery Date to enable Tenant to construct the Tenant’s Finish Work (as defined in the Work Letter) and install equipment, furniture, systems, telephone/data and otherwise perform such work to prepare the Premises for Tenant’s occupancy. Landlord shall also provide Tenant with early access to the Premises prior to the Delivery Date to allow Tenant to install wire, cabling, conduits and other related equipment and facilities related to or serving the HVAC and electrical systems at the Premises. Tenant and Landlord shall coordinate the timing and scope of such work at the Premises prior to the Delivery Date in order to allow for any Tenant installations that may be installed prior to the completion of the applicable portions of the Landlord’s Work. All such early access to the Premises, regardless of whether it occurs before or after the Delivery Date, shall not trigger the “Commencement Date” or the “Rent Commencement Date” of this Lease, and shall be subject to such reasonable rules and regulations as shall be established by Landlord to protect Landlord’s Work, minimize conflicts between contractors and subcontractors and maintain safety at the Premises. Commencing on the Delivery Date, Tenant agrees that all terms and provisions of terminate this Lease shall be in effect, excluding, however, Tenant’s obligation to pay Rent which shall commence on the Rent Commencement Date as provided in Section 1.8 above.
5.3 Except as provided in the Work Letter, and except for any latent defects or Punch List Items, taking possession of the Premises by Tenant on the Commencement Date shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform.
5.4 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) to the best of Landlord’s knowledge, as of the Commencement Date, the Building and the Premises shall be in material compliance with all environmental laws; (b) as of the Commencement Datetenancy hereby created or may, the Building and the Premises shall be in material compliance with all applicable zoning laws, land use laws, agreements and the requirements of the Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there shall be no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of at Landlord's option enter the Premises and complete Tenant's Work, and Tenant shall pay the Building; (c) the use of the Premises for general office purposes and for the operation of a 24 hour per day, 7 day per week call center is permitted as of right at the Real Property under all Applicable Legal Requirements; (d) cost thereof to Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; (e) no other party has any possessory right to the Premises or has claimed the same; and (f) Landlord shall acquire fee simple title to the Real Property on or before July 15, 2008 (“Acquisition Deadline Date”), subject to no mortgage other than a construction loan with a lender to be selected by Landlord and whose identity shall be disclosed to Tenant no later than ten (10) days following the date of the recording of such lender’s mortgage or deed of trust encumbering the Real Propertyupon demand. In the event Landlord shall fail to acquire fee simple title to the Real Property on or before the Acquisition Deadline DateTenant's Work is not completed by July 1, Tenant may thereafter elect to terminate this Lease by giving written notice to Landlord of such election at any time prior to the acquisition of fee simple title to the Real Property by Landlord.
5.5 Within sixty (60) days after the Commencement Date2002, Landlord and Tenant may each have the Premises measured by an architect or engineer (“Landlord’s Professional” or “Tenant’s Professional,” as applicable) and provide the other party with written notice of such measurement (“Revised Measurement”). If the Revised Measurement of either party reveals that the Rentable Area of the Premises is less than or greater than that specified in this Lease, and upon acceptance of the Revised Measurement by the other party, or pursuant to the determination of the Independent Professional as set forth in the following grammatical paragraph, as applicable (“Final Measurement”), then, effective as of the Rent Commencement Date, the amounts set forth in this Lease for Base Rent and any other charges based upon the size of the Premises shall be revised based upon such Final Measurement. In such event, the parties hereto shall promptly execute a supplemental instrument evidencing the revised amounts; provided, however, that if the Final Measurement reveals that the Rentable Area of the Premises is greater than 52,500 Rentable Square Feet, then Base Rent and other charges based upon the size of the Premises shall be revised based upon a deemed square footage of 52,500 Rentable Square Feet. If either party does not agree with the Revised Measurement determined by Landlord’s Professional or Tenant’s Professional, as applicable, such party disputing the measurement may have the Premises remeasured by its architect or engineer within thirty (30) days after such party’s receipt of the Revised Measurement and the Landlord’s Professional and Tenant’s Professional shall consult with each other to reconcile any difference. If Landlord’s Professional and Tenant’s Professional are unable to mutually agree upon the Rentable Area of the Premises within fifteen (15) days after the expiration of such 30-day period, then Landlord’s Professional and Tenant’s Professional shall select a third qualified architect or engineer (“Independent Professional”) within such 15-day period and such Independent Professional shall, within five (5) business days after his or her selection, make a determination as to the gross square footage contained within the Building and constituting the “Rentable Area” or “Rentable Square Feet” and provide notice of the same in writing to the parties. The determination of the Independent Professional shall be final and binding upon the parties. Such final measurement determined pursuant to the preceding sentence shall be deemed the “Final Measurement” set forth in the preceding paragraph. Landlord shall be responsible for the payment of the fee of the Landlord’s Professional and Tenant shall be responsible for the payment of the fee of the Tenant’s Professional. If an Independent Professional is selected to measure the Premises, the fee of the Independent Professional shall be borne equally by Landlord and Tenant. If Tenant shall have made any payments to Landlord prior to the Final Measurement, then a prompt adjustment shall be made in said payments to reflect the revised amounts. Any overpayment by Tenant shall be credited by Landlord against Rent next due and payable, and any underpayment by Tenant shall be due to Landlord within thirty (30) days after the Final Measurement is complete. The determination of the measurement shall be computed in accordance with the current BOMA Standard Methods for Measuring Floor Area in Industrial Buildings for a Single Occupancy One Story Building using the Exterior Wall Methodology.
5.6 Notwithstanding any provision to the contrary contained in this Lease or the Work Letter attached hereto as Exhibit D, in the event that the Commencement Date is later than three hundred ninety (390) days following the date of the issuance by the City of Loveland, Colorado, of a footing and foundation permit for the Building (subject to extension for any Force Majeure Delay or any Tenant Delay, as defined in the Work Letter attached hereto as Exhibit D) (the “Outside Termination Date”), then Tenant shall have the right to terminate this Lease by written on notice to Landlord at any time after Tenant, and the Outside Termination Date, but prior to the Commencement Datetenancy hereby created.
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COMPLETION OF THE PREMISES. 5.1 Landlord shall deliver possession 7.1 Tenant is accepting (a) the 37th Floor Premises on the Lease Commencement Date as to said Premises in “as is” but “broom clean“ condition with existing lighting, sprinkler and HVAC systems in working good order on said date for general office uses but not necessarily adequate for Tenant’s specific intended use of the Premises to Tenant beyond general office uses, and (b) the 25th Floor Premises on the Lease Commencement Date, vacant, broom clean and with the Landlord’s Work Substantially Complete (Date as defined in the Work Letter). Except for the Landlord’s Work (including, without limitation, any Punch List Items or latent defects), Landlord shall have no obligation for completion or remodeling of the Premises, and Tenant shall accept the to said Premises in their “as is” condition on that date without any Landlord’s Work required to be performed by Landlord on or before that date.
(a) For the Commencement Datepurposes of this Lease, the term “Tenant’s Work” shall mean the work, installations, improvements and equipment described in Tenant’s Plans, if any, for the 37th Floor Premises and/or, at Tenant’s option, work, installations, improvements and equipment, if any, described in Tenant’s Plans (which have already been approved) for the 25th Floor Premises (while the same are being sublet by Tenant pursuant to the Sublease) for which Tenant intends to request advances of the Construction Contribution pursuant to Section 7.5. Notwithstanding the foregoing, Landlord represents and warrants that all building systems constituting part of LandlordTenant’s Work shall be performed, subject to the provisions of this Article 7 and in good working conditionaccordance with Tenant’s Plans, order which plans shall be subject to Landlord’s approval, as modified by Change Orders reasonably approved by Landlord pursuant to Section 7.2(e), which approval shall not be unreasonably withheld or delayed (and repair as Tenant’s Work in the 25th Floor Premises for which Tenant does not request advances of the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree Construction Contribution pursuant to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date and Expiration Date.
5.2 Notwithstanding any provision to the contrary herein, on or before the date that is one hundred fifty (150) days prior to the Commencement Date (the “Delivery Date”), Landlord shall provide Tenant with access to the Premises. Item Nos. 1 through 7, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto Section 7.5 shall be completed on or before performed subject to and in accordance with the Delivery Date and remaining Item Nosprovisions of the Sublease). 8 through 13, inclusive, of “Initial Landlord’s Work” described on said Exhibit E shall be completed not less than one hundred five (105) days prior to the Commencement Date. Such Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be referred to herein as “Landlord’s Secondary Initial Work.” Tenant shall not be permitted continuous access required to the Premises from and after the Delivery Date to enable Tenant to construct the perform any Tenant’s Finish Work (as defined in the Work Letter) and install equipment, furniture, systems, telephone/data and otherwise perform such work to prepare the Premises for Tenant’s occupancy. Landlord shall also provide Tenant with early access to the Premises prior to the Delivery Date to allow Tenant to install wire, cabling, conduits and other related equipment and facilities related to or serving the HVAC and electrical systems at the Premises. Tenant and Landlord shall coordinate the timing and scope of such work at the Premises prior to the Delivery Date in order to allow for any Tenant installations that may be installed prior to the completion a condition of the applicable portions obligations of the Landlord’s Work. All such early access to the Premises, regardless of whether it occurs before or after the Delivery Date, shall not trigger the “Commencement Date” or the “Rent Commencement Date” of Landlord under this Lease, and shall be subject to such reasonable rules and regulations as shall be established by Landlord to protect Landlordperformance of Tenant’s Work, minimize conflicts between contractors and subcontractors and maintain safety at the Premises. Commencing on the Delivery Dateif any, Tenant agrees that all terms and provisions of this Lease shall be in effect, excluding, however, at Tenant’s obligation to pay Rent which shall commence on the Rent Commencement Date as provided in Section 1.8 aboveoption.
5.3 Except as provided in the Work Letter, and except for any latent defects or Punch List Items, taking possession of the Premises by Tenant on the Commencement Date shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform.
5.4 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) to the best of Landlord’s knowledge, as of the Commencement Date, the Building and the Premises shall be in material compliance with all environmental laws; (b) as of the Commencement Date, the Building and the Premises shall be in material compliance with all applicable zoning laws, land use laws, agreements and the requirements of the Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there shall be no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of the Premises and the Building; (c) the use of the Premises for general office purposes and for the operation of a 24 hour per day, 7 day per week call center is permitted as of right at the Real Property under all Applicable Legal Requirements; (d) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; (e) no other party has any possessory right to the Premises or has claimed the same; and (f) Landlord shall acquire fee simple title to the Real Property on or before July 15, 2008 (“Acquisition Deadline Date”), subject to no mortgage other than a construction loan with a lender to be selected by Landlord and whose identity shall be disclosed to Tenant no later than ten (10) days following the date of the recording of such lender’s mortgage or deed of trust encumbering the Real Property. In the event Landlord shall fail to acquire fee simple title to the Real Property on or before the Acquisition Deadline Date, Tenant may thereafter elect to terminate this Lease by giving written notice to Landlord of such election at any time prior to the acquisition of fee simple title to the Real Property by Landlord.
5.5 Within sixty (60) days after the Commencement Date, Landlord and Tenant may each have the Premises measured by an architect or engineer (“Landlord’s Professional” or “Tenant’s Professional,” as applicable) and provide the other party with written notice of such measurement (“Revised Measurement”). If the Revised Measurement of either party reveals that the Rentable Area of the Premises is less than or greater than that specified in this Lease, and upon acceptance of the Revised Measurement by the other party, or pursuant to the determination of the Independent Professional as set forth in the following grammatical paragraph, as applicable (“Final Measurement”), then, effective as of the Rent Commencement Date, the amounts set forth in this Lease for Base Rent and any other charges based upon the size of the Premises shall be revised based upon such Final Measurement. In such event, the parties hereto shall promptly execute a supplemental instrument evidencing the revised amounts; provided, however, that if the Final Measurement reveals that the Rentable Area of the Premises is greater than 52,500 Rentable Square Feet, then Base Rent and other charges based upon the size of the Premises shall be revised based upon a deemed square footage of 52,500 Rentable Square Feet. If either party does not agree with the Revised Measurement determined by Landlord’s Professional or Tenant’s Professional, as applicable, such party disputing the measurement may have the Premises remeasured by its architect or engineer within thirty (30) days after such party’s receipt of the Revised Measurement and the Landlord’s Professional and Tenant’s Professional shall consult with each other to reconcile any difference. If Landlord’s Professional and Tenant’s Professional are unable to mutually agree upon the Rentable Area of the Premises within fifteen (15) days after the expiration of such 30-day period, then Landlord’s Professional and Tenant’s Professional shall select a third qualified architect or engineer (“Independent Professional”) within such 15-day period and such Independent Professional shall, within five (5) business days after his or her selection, make a determination as to the gross square footage contained within the Building and constituting the “Rentable Area” or “Rentable Square Feet” and provide notice of the same in writing to the parties. The determination of the Independent Professional shall be final and binding upon the parties. Such final measurement determined pursuant to the preceding sentence shall be deemed the “Final Measurement” set forth in the preceding paragraph. Landlord shall be responsible for the payment of the fee of the Landlord’s Professional and Tenant shall be responsible for the payment of the fee of the Tenant’s Professional. If an Independent Professional is selected to measure the Premises, the fee of the Independent Professional shall be borne equally by Landlord and Tenant. If Tenant shall have made any payments to Landlord prior to the Final Measurement, then a prompt adjustment shall be made in said payments to reflect the revised amounts. Any overpayment by Tenant shall be credited by Landlord against Rent next due and payable, and any underpayment by Tenant shall be due to Landlord within thirty (30) days after the Final Measurement is complete. The determination of the measurement shall be computed in accordance with the current BOMA Standard Methods for Measuring Floor Area in Industrial Buildings for a Single Occupancy One Story Building using the Exterior Wall Methodology.
5.6 Notwithstanding any provision to the contrary contained in this Lease or the Work Letter attached hereto as Exhibit D, in the event that the Commencement Date is later than three hundred ninety (390) days following the date of the issuance by the City of Loveland, Colorado, of a footing and foundation permit for the Building (subject to extension for any Force Majeure Delay or any Tenant Delay, as defined in the Work Letter attached hereto as Exhibit D) (the “Outside Termination Date”), then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time after the Outside Termination Date, but prior to the Commencement Date.
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