Common use of Condition of Expansion Space Clause in Contracts

Condition of Expansion Space. Landlord shall not be obligated to provide or pay for any improvements, work or services related to the improvement, remodeling or refurbishment of the 560 Expansion Space or the 180 Expansion Space, and Tenant shall accept, in its “AS-IS” condition, the 560 Expansion Space as of the 560 Expansion Space Commencement Date and the 180 Expansion Space as of the 180 Expansion Space Commencement Date. Notwithstanding the foregoing, Tenant shall be entitled to receive from Landlord a one (1) time refurbishment allowance (the “Refurbishment Allowance”) in the amount of up to, but not exceeding, Two Hundred Seventy Thousand Three Hundred Fifty Dollars ($270,350.00) (i.e., $25.00 per usable square foot in the 560 Expansion Space and the 180 Expansion Space) to help reimburse Tenant for the (i) actual out-of-pocket costs incurred and paid for by Tenant (collectively, the “Refurbishment Costs”) during the period commencing on the earlier to occur of the commencement date of the Work Period for the 560 Expansion Space and the commencement date of the Work Period for the 180 Expansion Space, and expiring on November 30, 2013 (the “Refurbishment Period”), for the design, construction, acquisition and installation of any permanently affixed tenant improvements and alterations which are made and/or installed by or for Tenant in or to the 560 Expansion Space and/or the 180 Expansion Space (the “Refurbishment Work”), and (ii) actual out-of-pocket costs incurred and paid for by Tenant (the “FF&E Costs”) during the Refurbishment Period for the purchase and installation of furniture, fixtures and equipment in the Expansion Space (the “FF&E”); provided, however, in no event shall Landlord be obligated to disburse to Tenant any portion of the Refurbishment Allowance for FF&E Costs in excess of Thirty-Two Thousand Four Hundred Forty-Two Dollars ($32,442.00). All Refurbishment Work, and the installation of the FF&E, shall be undertaken by Tenant in compliance with Article 11 of the Original Lease, and performed by contractors and subcontractors designated and retained by Tenant (subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditions or delayed). In no event shall Landlord be obligated to make disbursements pursuant to this Section 6.2 in a total amount which exceeds the Refurbishment Allowance. Landlord shall disburse the portion of the Refurbishment Allowance to be used to reimburse Tenant for the Refurbishment Costs and/or FF&E Costs (as the case may be) within thirty (30) days after Landlord has received all of the following (collectively, the “Draw Documents”): (A) a request for payment by Tenant certifying that the Refurbishment Work has been completed and/or the FF&E has been installed; (B) factually correct invoices for labor and materials rendered in connection with and evidencing the Refurbishment Work and the Refurbishment Costs and/or the purchase and installation of the FF&E and the FF&E Costs (as the case may be), and Tenant’s payment thereof; (C) final, unconditional executed mechanic’s lien releases from all contractors, subcontractors and other persons or entities performing the Refurbishment Work (and, to the extent applicable, the installation of the FF&E), reasonably satisfactory to Landlord; and (D) all other information reasonably requested by Landlord. Notwithstanding the foregoing to the contrary, Landlord shall have no obligation to disburse any portion of the Refurbishment Allowance (1) with respect to any Refurbishment Work that is performed, or FF&E that is purchased or installed, prior to or after the Refurbishment Period, or (2) with respect to any Draw Documents delivered by Tenant prior to the Refurbishment Period or after the date which is thirty (30) days after the expiration of the Refurbishment Period. Tenant shall not be entitled to receive any portion of the Refurbishment Allowance that is not used to pay for the Refurbishment Costs of the Refurbishment Work or the FF&E Costs of the purchase and installation of the FF&E performed during the Refurbishment Period, and any such unused amounts of the Refurbishment Allowance as of the end of the Refurbishment Period shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Condition of Expansion Space. Except as otherwise set forth in this Paragraph 8, effective on and as of the Expansion Commencement Date, Landlord shall not be obligated to provide or pay for any improvements, work or services related to deliver the improvement, remodeling or refurbishment of the 560 Expansion Space or the 180 Expansion Spaceto Tenant, and Tenant shall accept, agrees to accept the Expansion Space in its existing “AS-IS”, “WHERE-IS” condition, and “WITH ALL FAULTS” condition and Landlord shall have no obligation whatsoever to refurbish or otherwise improve the 560 Existing Premises and/or the Expansion Space as throughout the remainder of the 560 Expansion Space Commencement Date and the 180 Expansion Space as Term of the 180 Expansion Space Commencement DateLease. Notwithstanding the foregoing, Tenant Landlord shall be entitled to receive from Landlord a one (1a) time refurbishment allowance (deliver the “Refurbishment Allowance”) in the amount of up to, but not exceeding, Two Hundred Seventy Thousand Three Hundred Fifty Dollars ($270,350.00) (i.e., $25.00 per usable square foot in the 560 Expansion Space in good working order and the 180 Expansion Spacecondition, including, without limitation, all mechanical, electrical, lighting, plumbing, drainage, and life safety systems, (b) to help reimburse Tenant for the (i) actual out-of-pocket costs incurred complete, at Landlord’s sole cost and paid for by Tenant (collectivelyexpense, on or before December 31, 2010, the “Refurbishment Costs”) during repairs and replacements in connection with the period commencing on the earlier Building 4 HVAC system, as set forth in that certain letter to occur Tenant, dated as of the commencement date July 20, 2010, a copy of the Work Period for the 560 Expansion Space and the commencement date of the Work Period for the 180 Expansion Space, and expiring on November 30, 2013 (the “Refurbishment Period”), for the design, construction, acquisition and installation of any permanently affixed tenant improvements and alterations which are made and/or installed by or for Tenant in or to the 560 Expansion Space and/or the 180 Expansion Space (the “Refurbishment Work”)is attached hereto as Exhibit F, and (ii) actual out-of-pocket costs incurred and paid for by Tenant (the “FF&E Costs”) during the Refurbishment Period for the purchase and installation of furniture, fixtures and equipment in the Expansion Space (the “FF&E”c); provided, however, in no event shall Landlord be obligated subject to disburse the terms of Exhibit C attached hereto, provide Tenant with an improvement allowance of up to Tenant any portion of the Refurbishment Allowance for FF&E Costs in excess of Four Hundred and Thirty-Two Thousand Four Nine Thousand, Eight Hundred Forty-Two Eight and No/100 Dollars ($32,442.00). All Refurbishment Work, 439,848.00) ($12.00 per square foot of space contained in the Existing Premises and the installation Expansion Space) (the “Expansion Allowance”) to be applied to the cost of performing the FF&E, shall be undertaken by Tenant Expansion Improvements (as said term is defined on Exhibit C attached hereto) in compliance the Existing Premises and/or the Expansion Space in accordance with Article 11 of the Original Lease, and performed by contractors and subcontractors designated and retained by Tenant (subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditions or delayed). In no event shall Landlord be obligated to make disbursements pursuant to this Section 6.2 in a total amount which exceeds the Refurbishment Allowance. Landlord shall disburse the portion terms of the Refurbishment Allowance to be used to reimburse Tenant for the Refurbishment Costs and/or FF&E Costs (as the case may be) within thirty (30) days after Landlord has received all of the following (collectively, the “Draw Documents”): (A) a request for payment by Tenant certifying that the Refurbishment Work has been completed and/or the FF&E has been installed; (B) factually correct invoices for labor and materials rendered in connection with and evidencing the Refurbishment Work and the Refurbishment Costs and/or the purchase and installation of the FF&E and the FF&E Costs (as the case may be), and Tenant’s payment thereof; (C) final, unconditional executed mechanic’s lien releases from all contractors, subcontractors and other persons or entities performing the Refurbishment Work (and, to the extent applicable, the installation of the FF&E), reasonably satisfactory to Landlord; and (D) all other information reasonably requested by Landlord. Notwithstanding the foregoing to the contrary, Landlord shall have no obligation to disburse any portion of the Refurbishment Allowance (1) with respect to any Refurbishment Work that is performed, or FF&E that is purchased or installed, prior to or after the Refurbishment Period, or (2) with respect to any Draw Documents delivered by Tenant prior to the Refurbishment Period or after the date which is thirty (30) days after the expiration of the Refurbishment Period. Tenant shall not be entitled to receive any portion of the Refurbishment Allowance that is not used to pay for the Refurbishment Costs of the Refurbishment Work or the FF&E Costs of the purchase and installation of the FF&E performed during the Refurbishment Period, and any such unused amounts of the Refurbishment Allowance as of the end of the Refurbishment Period shall revert to said Exhibit C. Landlord and Tenant shall further acknowledge and agree that the tenant improvement allowance and improvements in the Existing Premises as set forth in Paragraph 8 of the First Amendment have been completed and satisfied and that such provisions are hereby deleted in their entirety and are of no further rights with respect theretoforce and effect.

Condition of Expansion Space. Landlord shall not be obligated Tenant acknowledges that it is leasing the Expansion Space in its “as is” condition, and that no agreements to provide alter, remodel, decorate, clean or pay for any improvements, work or services related to improve the improvement, remodeling or refurbishment of the 560 Expansion Space or the 180 Expansion SpaceBuilding have been made by Landlord or any party acting on Landlord’s behalf, except that Landlord represents and Tenant shall accept, in its “AS-IS” condition, covenants that the 560 Expansion Space as of shall be in compliance with all applicable laws and governmental regulations at the 560 Expansion Space Commencement Date and the 180 Expansion Space as of the 180 Expansion Space Commencement Datetime possession thereof is delivered to Tenant. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to perform certain work in the Expansion Space to make the same ready for Tenant’s occupancy (the “Expansion Space Work”). Tenant shall be entitled permitted to receive from perform such work, subject to Tenant’s compliance with the provisions of Section 6.5 of the Original Lease, through a contractor approved by Landlord a one in advance and pursuant to plans and specifications approved by Landlord in advance. All costs of the Expansion Space Work shall be borne by Tenant; provided, however, Landlord shall contribute up to One Million two Hundred twenty four Thousand Eight Hundred and Twenty Five and 00/100 Dollars (1$1,224,825.00) time refurbishment allowance (being $25.00 per square foot of rentable area of the Expansion Space) (the “Refurbishment Expansion Space Allowance”) in ). The portion of the amount of up to, but not exceeding, Two Hundred Seventy Thousand Three Hundred Fifty Dollars ($270,350.00) (i.e., $25.00 per usable square foot in the 560 Expansion Space Allowance allocable to Expansion Space A shall be $375,000.00 and shall be available on the 180 Expansion SpaceSpace A Commencement Date. The portion of the Expansion Space Allowance allocable to Expansion Space B shall be $849,825.00 and shall be available on the Expansion Space B Commencement Date. The Expansion Space Allowance shall be payable following the completion of the Expansion Space Work and upon receipt by Landlord of Tenant’s written demand therefor accompanied by (i) a reasonably detailed description of the Expansion Space Work, including, without limitation, the identification of all contractors and material suppliers who have supplied labor or materials in connection with the Expansion Space Work, (ii) invoices marked “paid” from all contractors and material suppliers identified pursuant to help clause (i), (iii) final lien waivers from all contractors and material suppliers identified pursuant to clause (i), and (iv) Tenant’s certification that the Expansion Space Work has been completed pursuant to the provisions of this Lease. The Expansion Space Allowance shall be available to reimburse Tenant for the (i) actual out-of-pocket costs incurred and paid for by Tenant (collectively, the “Refurbishment Costs”) during the period commencing on the earlier to occur of the commencement date of the Work Period for the 560 Expansion Space Work; architectural and engineering costs and permit fees in connection with the commencement date of the Work Period for the 180 Expansion Space; telecommunications, cabling and expiring on November 30signage and other soft costs, 2013 (in connection with the “Refurbishment Period”), for the design, construction, acquisition Expansion Space; and installation of any permanently affixed tenant improvements and alterations which are made and/or installed by or for Tenant in or to the 560 Expansion Space and/or the 180 Expansion Space (the “Refurbishment Work”), and (ii) actual out-of-pocket costs incurred and paid for by Tenant (the “FF&E Costs”) during the Refurbishment Period for the purchase and installation of furniture, fixtures and equipment in for the Expansion Space (and the “FF&E”)Original Premises, at Tenant’s option; providedand other similar items. In addition, however, in no event shall Landlord be obligated to disburse to Tenant if any portion of the Refurbishment Expansion Space Allowance for FF&E Costs remains undisbursed after completion and payment in excess full of Thirty-Two Thousand Four Hundred Forty-Two Dollars the Expansion Space Work ($32,442.00the “Undisbursed Allowance”). All Refurbishment Work, then provided Tenant is not then in default under the Lease, Tenant may, upon written notice to Landlord delivered no later than the first anniversary of the Expansion Space Commencement Date, apply the lesser of (x) the Undisbursed Allowance, and the installation (y) $244,965.00 (being $5.00 per square foot of rentable area of the FF&EExpansion Space), shall be undertaken by against the Base Rent next accruing under the Lease until the entire amount Tenant in compliance with Article 11 of the Original Lease, and performed by contractors and subcontractors designated and retained by Tenant (subject is entitled to Landlord’s prior written approval, which shall not be unreasonably withheld, conditions or delayed). In no event shall Landlord be obligated to make disbursements pursuant to this Section 6.2 in a total amount which exceeds the Refurbishment Allowance. Landlord shall disburse the portion of the Refurbishment Allowance to be used to reimburse Tenant for the Refurbishment Costs and/or FF&E Costs (as the case may be) within thirty (30) days after Landlord has received all of the following (collectively, the “Draw Documents”): (A) a request for payment by Tenant certifying that the Refurbishment Work apply against Base Rent has been completed and/or the FF&E has been installed; (B) factually correct invoices for labor and materials rendered in connection with and evidencing the Refurbishment Work and the Refurbishment Costs and/or the purchase and installation of the FF&E and the FF&E Costs (as the case may be), and Tenant’s payment thereof; (C) final, unconditional executed mechanic’s lien releases from all contractors, subcontractors and other persons or entities performing the Refurbishment Work (and, to the extent applicable, the installation of the FF&E), reasonably satisfactory to Landlord; and (D) all other information reasonably requested by Landlordso applied. Notwithstanding the foregoing to the contrary, Landlord shall have no obligation to disburse pay any portion of the Refurbishment Expansion Space Allowance prior to each of the Expansion Space A Commencement Date and Expansion Space B Commencement Date, or at any time that Tenant is in default beyond applicable periods of notice and cure under the Lease. Landlord shall have no obligation to pay any portion of the Expansion Space Allowance unless the Expansion Space Work is completed and all of the items set forth in clauses (i) through (iv) above have been submitted to and approved by Landlord no later than the first anniversary of the Expansion Space B Commencement Date, time being of the essence. Tenant shall not be permitted to commence the Expansion Space Work unless and until Tenant delivers to Landlord evidence satisfactory to Landlord in its reasonable discretion, of the cost of the Expansion Space Work. If it is estimated that the cost of the Expansion Space Work will exceed the Expansion Space Allowance (1) with respect such excess cost being referred to any Refurbishment herein as the “Expansion Space Work that is performedExcess Cost”), or FF&E that is purchased or installed, prior to or after the Refurbishment Period, or (2) with respect to any Draw Documents delivered by Tenant prior to the Refurbishment Period or after the date which is thirty (30) days after the expiration of the Refurbishment Period. Tenant shall not be entitled to receive any disbursement of the Expansion Space Allowance until Tenant has delivered to Landlord evidence satisfactory to Landlord in its reasonable discretion that Tenant has completed and paid for, out of Tenant’s own funds, the portion of the Refurbishment Allowance that is not used Expansion Space Work allocable to pay for the Refurbishment Costs of the Refurbishment Expansion Space Work or the FF&E Costs of the purchase and installation of the FF&E performed during the Refurbishment Period, and any such unused amounts of the Refurbishment Allowance as of the end of the Refurbishment Period shall revert to Landlord and Tenant shall have no further rights with respect theretoExcess Cost.

Condition of Expansion Space. Landlord shall not be obligated Tenant acknowledges that it is leasing the Expansion Space in its “as is” condition, and that no agreements to provide alter, remodel, decorate, clean or pay for any improvements, work or services related to improve the improvement, remodeling or refurbishment of the 560 Expansion Space or the 180 Expansion SpaceBuilding have been made by Landlord or any party acting on Landlord’s behalf, except that Landlord represents and Tenant shall accept, in its “AS-IS” condition, covenants that the 560 Expansion Space as of shall be in compliance with all applicable laws and governmental regulations at the 560 Expansion Space Commencement Date and the 180 Expansion Space as of the 180 Expansion Space Commencement Datetime possession thereof is delivered to Tenant. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to perform certain work in the Expansion Space to make the same ready for Tenant’s occupancy (the “Expansion Space Work”). Tenant shall be entitled permitted to receive from perform such work, subject to Tenant’s compliance with the provisions of Section 6.5 of the Original Lease, through a contractor approved by Landlord a one in advance and pursuant to plans and specifications approved by Landlord in advance. All costs of the Expansion Space Work shall be borne by Tenant; provided, however, after the Expansion Space Commencement Date, Landlord shall contribute up to One Hundred Seventy-Five Thousand Two Hundred and 00/100 Dollars (1$175,200.00) time refurbishment allowance (being $40.00 per square foot of rentable area of the Expansion Space) (the “Refurbishment Expansion Space Allowance”) to Tenant following the completion of the Expansion Space Work upon receipt by Landlord of Tenant’s written demand therefor accompanied by (i) a reasonably detailed description of the Expansion Space Work, including, without limitation, the identification of all contractors and material suppliers who have supplied labor or materials in connection with the amount Expansion Space Work, (ii) invoices marked “paid” from all contractors and material suppliers identified pursuant to clause (i), (iii) final lien waivers from all contractors and material suppliers identified pursuant to clause (i), and (iv) Tenant’s certification that the Expansion Space Work has been completed pursuant to the provisions of up tothis Lease. The Expansion Space Allowance shall be available to reimburse Tenant for the costs of the Expansion Space Work; architectural and engineering costs and permit fees in connection with the Expansion Space; Landlord’s fees in connection with the tenant improvement work contemplated by this Section 3; telecommunications, cabling and signage in connection with the Expansion Space; and other similar items, but shall not exceedingbe available to be used as a credit against rent due hereunder. Landlord shall have no obligation to pay any portion of the Expansion Space Allowance prior to the Expansion Space Commencement Date, Two Hundred Seventy Thousand Three Hundred Fifty Dollars or at any time that Tenant is in default under the Lease. Landlord shall have no obligation to pay any portion of the Expansion Space Allowance unless the Expansion Space Work is completed and all of the items set forth in clauses (i) through (iv) above have been submitted to and approved by Landlord no later than six (6) months after the Expansion Space Commencement Date, time being of the essence. Tenant shall not be permitted to commence the Expansion Space Work unless and until Tenant delivers to Landlord evidence satisfactory to Landlord in its reasonable discretion, of the cost of the Expansion Space Work. If it is estimated that the cost of the Expansion Space Work will exceed the Expansion Space Allowance (such excess cost being referred to herein as the “Expansion Space Work Excess Cost”), Tenant shall not be entitled to any disbursement of the Expansion Space Allowance until Tenant has delivered to Landlord evidence satisfactory to Landlord in its reasonable discretion that Tenant has completed and paid for, out of Tenant’s own funds, the portion of the Expansion Space Work allocable to the Expansion Space Work Excess Cost. Notwithstanding the foregoing, if the cost of the Expansion Space Work, as evidenced to Landlord’s reasonable satisfaction, is less than the Expansion Space Allowance, then so long as (a) the cost of the Expansion Space Work is not less than $270,350.00) 131,400.00 (i.e., $25.00 30.00 per usable square foot of rentable area), and (b) Tenant is not in default under the 560 Expansion Space Lease beyond applicable periods of notice and the 180 Expansion Spacecure, Tenant may obtain from Landlord such difference (but not to exceed $43,800.00) to help reimburse Tenant for the (i) actual out-of-pocket costs incurred and paid for by Tenant (collectively, the “Refurbishment Costs”) during the period commencing on the earlier to occur of the commencement date of the Work Period for the 560 Expansion Space and the commencement date of the Work Period for the 180 Expansion Space, and expiring on November 30, 2013 (the “Refurbishment Period”), for the design, construction, acquisition and installation of any permanently affixed tenant improvements and alterations which are made and/or installed by or for Tenant in or to the 560 Expansion Space and/or the 180 Expansion Space (the “Refurbishment Work”), and (ii) actual out-of-pocket costs incurred and paid for by Tenant (the “FF&E Costs”) during the Refurbishment Period for the purchase and installation cost of furniture, fixtures and equipment purchased by Tenant for use in connection with the Premises or to apply against the Annual Base Rent next accruing under the Lease after the Expansion Space (the “FF&E”); provided, however, in no event shall Landlord be obligated to disburse to Commencement Date. Such request by Tenant any portion of the Refurbishment Allowance for FF&E Costs in excess of Thirty-Two Thousand Four Hundred Forty-Two Dollars ($32,442.00). All Refurbishment Work, and the installation of the FF&E, shall be undertaken accompanied by Tenant in compliance with Article 11 of the Original Lease, and performed by contractors and subcontractors designated and retained by Tenant (subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditions or delayed). In no event shall Landlord be obligated to make disbursements pursuant to this Section 6.2 in a total amount which exceeds the Refurbishment Allowance. Landlord shall disburse the portion of the Refurbishment Allowance to be used to reimburse Tenant for the Refurbishment Costs and/or FF&E Costs (as the case may be) within thirty (30) days after Landlord has received all of the following (collectively, the “Draw Documents”): (A) a request for payment by Tenant certifying that the Refurbishment Work has been completed and/or the FF&E has been installed; (B) factually correct paid invoices for labor and materials rendered in connection with and evidencing the Refurbishment Work and the Refurbishment Costs and/or the purchase and installation of the FF&E and the FF&E Costs (as the case may be), and Tenant’s payment thereof; (C) final, unconditional executed mechanic’s lien releases from all contractors, subcontractors and other persons or entities performing the Refurbishment Work (and, to the extent applicable, the installation of the FF&E), reasonably satisfactory to Landlord; and (D) all other information documents reasonably requested by Landlord. Notwithstanding the foregoing to the contrary, Landlord shall have no obligation to disburse any portion of the Refurbishment Allowance (1) with respect to any Refurbishment Work that is performed, or FF&E that is purchased or installed, prior to or after the Refurbishment Period, or (2) with respect to any Draw Documents delivered by Tenant prior to the Refurbishment Period or after the date which is thirty (30) days after the expiration of the Refurbishment Period. Tenant shall not be entitled to receive any portion of the Refurbishment Allowance that is not used to pay for the Refurbishment Costs of the Refurbishment Work or the FF&E Costs of the purchase and installation of the FF&E performed during the Refurbishment Period, and any such unused amounts of the Refurbishment Allowance as of the end of the Refurbishment Period shall revert to Landlord and Tenant shall have no further rights with respect thereto.