Common use of Delay in Delivery of Possession Clause in Contracts

Delay in Delivery of Possession. Landlord shall endeavor to ------------------------------- deliver possession of the Premises to Tenant on or before December 1, 1999 (the "Scheduled Delivery Date"). If Landlord fails to deliver the Premises to Tenant on or before the Scheduled Delivery Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed (i) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Date (the "Third Delay Period"). Notwithstanding the foregoing limitation on Landlord's liability to the contrary, if Landlord fails to deliver possession of the Premises to Tenant on or before June 1, 2000 (the "Outside Delivery Date"), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000. Notwithstanding the foregoing, Tenant shall not be entitled to either (i) the Lease Commencement Date delays set forth in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) the termination right set forth in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Date, as applicable, results from a Force Majeure Event described in Section 29.16

Delay in Delivery of Possession. If for any reason Landlord shall endeavor to ------------------------------- cannot deliver possession of the Premises to Tenant on or before December 1the Scheduled Commencement Date, 1999 (Landlord shall not be subject to any liability therefore, and such failure shall not affect the "Scheduled Delivery Date"). If validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant’s Share of Operating Expenses until the Commencement Date has occurred; provided, however, if Landlord fails to cannot deliver possession of the Premises to Tenant on or before the Scheduled Delivery date (“Outside Commencement Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed ”) that is ninety (i) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (12090) days following the Scheduled Delivery Date Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (1805) days following the Scheduled Delivery Outside Commencement Date (provided, however, in the "Third Delay Period"). Notwithstanding the foregoing limitation on event that Landlord's liability to the contrary, if Landlord fails ’s failure to deliver possession of the Premises to Tenant on or before June 1the Outside Commencement Date is attributable, 2000 in whole or in part, to any action or inaction by Tenant or Tenant’s Agents or by reason of any causes beyond the reasonable control of Landlord (the "Outside Delivery Date"“Force Majeure Delay”), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000. Notwithstanding the foregoing, Tenant shall not be entitled to either (i) the Lease Outside Commencement Date delays set forth shall be extended for the period of delay attributable to the action or inaction by Tenant or Tenant’s Agents in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) question and/or the termination right set forth Force Majeure Delay in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Datequestion, as applicable). In the event Tenant provides Landlord with written notice of termination within such five (5) day period, results from a Force Majeure Event described this Lease shall terminate upon such notice and Landlord shall promptly return to Tenant any deposits made by Tenant to Landlord under this Lease. In the event Tenant fails to provide Landlord with written notice of termination within such five (5) day period, this Lease shall continue in Section 29.16full force and effect.

Delay in Delivery of Possession. If for any reason Landlord shall endeavor to ------------------------------- cannot deliver possession of the Premises to Tenant on or before December 1the Scheduled Commencement Date, 1999 (Landlord shall not be subject to any liability therefore, and such failure shall not affect the "Scheduled Delivery Date"). If validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant’s Share of Direct Expenses until the Commencement Date has occurred; provided, however, if Landlord fails to cannot deliver possession of the Premises to Tenant on or before the Scheduled Delivery date (“Outside Commencement Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed ”) that is ninety (i) day for day for each such day of Landlord Delay for the first sixty (6090) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (5) days following the Outside Commencement Date (provided, however, in the "Third Delay Period"). Notwithstanding the foregoing limitation on event that Landlord's liability to the contrary, if Landlord fails ’s failure to deliver possession of the Premises to Tenant on or before June 1the Outside Commencement Date is attributable, 2000 in whole or in part, to any action or inaction by Tenant or Tenant’s Agents (including, without limitation, any Tenant Delay described in the "Outside Delivery Date"Work Letter attached hereto as Exhibit C ) or by reason of any causes beyond the reasonable control of Landlord (“Force Majeure Delay”), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000. Notwithstanding the foregoing, Tenant shall not be entitled to either (i) the Lease Outside Commencement Date delays set forth shall be extended for the period of delay attributable to the action or inaction by Tenant or Tenant’s Agents in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) question and/or the termination right set forth Force Majeure Delay in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Datequestion, as applicable). In the event Tenant provides Landlord with written notice of termination within such five (5) day period, results from a Force Majeure Event described this Lease shall terminate upon such notice and Landlord shall promptly return to Tenant any deposits made by Tenant to Landlord under this Lease. In the event Tenant fails to provide Landlord with written notice of termination within such five (5) day period, this Lease shall continue in Section 29.16full force and effect.

Delay in Delivery of Possession. If for any reason Landlord shall endeavor to cannot ------------------------------- deliver possession of the Premises to Tenant on or before December 1the Scheduled Commencement Date, 1999 (Landlord shall not be subject to any liability therefor, and such failure shall not affect the "Scheduled Delivery Date"). If validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant's Share of Direct Expenses until the Commencement Date has occurred; provided, however, if Landlord fails to cannot deliver possession of the Premises to Tenant on or before the Scheduled Delivery date ("Outside Commencement Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed (i") day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which that is one hundred eighty (180) days following the Scheduled Delivery Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (5) days following the Outside Commencement Date (provided, however, in the "Third Delay Period"). Notwithstanding the foregoing limitation on event that Landlord's liability to the contrary, if Landlord fails failure to deliver possession of the Premises to Tenant on or before June 1the Outside Commencement Date is attributable, 2000 in whole or in part, to any action or inaction by Tenant or Tenant's Agents (including, without limitation, any Tenant Delay described in the Work Letter attached hereto as Exhibit C) or by reason of --------- any causes beyond the reasonable control of Landlord ("Outside Delivery DateForce Majeure Delay"), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000. Notwithstanding the foregoing, Tenant shall not be entitled to either (i) the Lease Outside Commencement Date delays set forth shall be extended for the period of delay attributable to the action or inaction by Tenant or Xxxxxx's Agents in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) question and/or the termination right set forth Force Majeure Delay in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Datequestion, as applicable). In the event Tenant provides Landlord with written notice of termination within such five (5) day period, results from a Force Majeure Event described this Lease shall terminate upon such notice and Landlord shall promptly return to Tenant any deposits made by Tenant to Landlord under this Lease. In the event Tenant fails to provide Landlord with written notice of termination within such five (5) day period, this Lease shall continue in Section 29.16full force and effect.

Delay in Delivery of Possession. Landlord shall endeavor to ------------------------------- deliver possession 4.01 Attached hereto as Exhibit "D" is a schedule of construction of the Leased Premises, including the dates by which Tenant must make certain decisions regarding the Leased Premises (hereinafter referred to as the "Construction Schedule"). Landlord and Tenant shall use their diligent good faith efforts to ensure construction of the Leased Premises remains on schedule in accordance with the Construction Schedule, provided, however, that in no event shall the failure of Landlord to cause Substantial Completion to occur on or before December 1the scheduled completion date, 1999 constitute a default by Landlord under this Lease. In the event of any delay in Substantial Completion of the Leased Premises caused by Tenant Delays (hereafter defined), the Commencement Date (for purposes of Tenant's obligation to commence the payment of rent and for purposes of fixing the lease term) shall be the date on which Substantial Completion would have occurred but for such delay. 4.02 Landlord acknowledges and agrees that it is of critical importance to Tenant that Landlord (i) shall have completed all aspects of the Base Building Improvements and Tenant Improvements as necessary to enable Tenant to begin its Tenant fixturing by June 26, 1998 (the "Scheduled Delivery Tenant Fixturing Date"), and (ii) shall have achieved Substantial Completion, as herein defined, by July 17, 1998 (the "Target Substantial Completion Date"). If Landlord fails to deliver the Premises to Tenant on or before the Scheduled Delivery DateAccordingly, Landlord agrees that Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any and all damages suffered by Tenant as a result of Landlord's failure to meet such construction deadlines, except to the extent such failure is due to Tenant Delays or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed (i) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Date (the "Third Delay Period")Excusable Delays. Notwithstanding the foregoing limitation on damages, in the event the completion of the required work by Landlord is so delayed for thirty (30) days or less following said Tenant Fixturing Date or Target Substantial Completion Date (whichever is applicable), said damages shall be limited to one-half (1/2) of the total holdover rent paid by Tenant to Tenant's current landlord (estimated at $62,500.00), and in the event completion of the required work is so delayed for more than thirty (30) days following said Tenant Fixturing Date or Target Substantial Completion Date (whichever is applicable), said damages shall be limited to an additional One Hundred Fifty Thousand Dollars ($150,000.00). Furthermore, in addition to Landlord's liability for such damage amounts, Tenant shall be entitled to a credit against future rent equal to the contrarynumber of days by which the work necessary to achieve Substantial Completion remains incomplete following the Target Substantial Completion Date for any reason other than Tenant Delays or Excusable Delays. 4.03 In the event the Substantial Completion has not occurred by November 14, if Landlord fails to deliver possession of the Premises to Tenant on or before June 1, 2000 (the "Outside Delivery Date"), then Tenant1998, as its sole such date has been extended for Excusable Delays and exclusive remedyTenant Delays, or, in the event Substantial Completion has not occurred by March 14, 1999, as such date has been extended for only Tenant Delays, then, in either said event, Tenant shall have the right to terminate this Lease by giving Landlord five (5) days written notice delivered notice, whereupon neither party shall have further liability to Landlord by no later than June 15, 2000. Notwithstanding the foregoing, Tenant shall not be entitled to either (i) the Lease Commencement Date delays set forth in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) the termination right set forth in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Date, other hereunder except as applicable, results from a Force Majeure Event described provided for in Section 29.164.02 above.

Delay in Delivery of Possession. Landlord shall endeavor to ------------------------------- 4.01 If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before December 1, 1999 (the "Scheduled Delivery Date"). If Landlord fails to deliver the Leased Premises to Tenant on or before the Scheduled Delivery DateAnticipated Commencement Date as set forth on the Cover Page of this Lease, Landlord then this Lease shall not be in default under this Leasevoid or voidable, and nor shall not Landlord be liable to Tenant for any damages loss or expenses damage resulting therefrom. In such , but in that event the Lease Commencement Date shall be delayed (i) day until possession of the Leased Premises is tendered by Landlord to Tenant, and the terms of this Lease shall be extended for day for each such day of Landlord Delay for a period equal to the first sixty (60) days period of such delay beyond in delivery of possession, plus the Scheduled Delivery Date (number of days necessary to end the "First Delay Period"), (ii) two (2) days for each such term of this Lease on the last day of Landlord Delay beyond a month. In the First Delay Period event of any such delay, Tenant’s obligation for the payment of Base Rental, Charges and common utility costs shall be abated in full until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day delivery of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Date (the "Third Delay Period"). Notwithstanding the foregoing limitation on Landlord's liability to the contrary, if Landlord fails to deliver possession of the Leased Premises to Tenant on or before June 1, 2000 (the "Outside Delivery Date"), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000provided for hereinabove. Notwithstanding anything to the foregoing, Tenant shall not be entitled to either (i) the Lease Commencement Date delays set forth contrary contained in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove4.01, or (ii) in the termination right set forth event of any delay in the delivery of possession of the Leased Premises resulting from any delays by Tenant, the Commencement Date of this Section 2.3.1, if ------------- Landlord's inability Lease shall be deemed to deliver be the date the Leased Premises would have been delivered to Tenant but for such delays by Tenant, and rent shall commence on the Scheduled Delivery Date or Outside Delivery Date, as applicable, results from a Force Majeure Event described in Section 29.16such date.

Delay in Delivery of Possession. (A) If Landlord has not satisfied the Delivery of Possession requirements by the Anticipated Delivery Date, Landlord shall endeavor notify Tenant in writing periodically (and otherwise promptly upon Tenant's request) of the status of Delivery of Possession requirements and the date by which Landlord anticipates in good faith that it will satisfy the Delivery of Possession requirements, until the Delivery of Possession requirements have been satisfied. (B) If Delivery of Possession does not occur on or before the Anticipated Delivery Date, other than due to ------------------------------- deliver possession a Tenant Delay, then in addition to all other rights and remedies that Tenant may have against Landlord (but without duplication in recovering the amounts due Tenant), Landlord shall pay to Tenant an amount equal to Nine Hundred Seventy-One and 98/100 Dollars ($971.98) for each day of delay (the "Late Delivery Fee"). Tenant shall receive the Late Delivery Fee for each day of delay from the Anticipated Delivery Date until delivery of the Premises is made to Tenant on or before December 1consistent with the terms of this Lease, 1999 (the "Scheduled including substantial completion of Landlord's Work, and all other Delivery Date")of Possession requirements are satisfied. If Landlord fails to deliver pay any portion of the Premises to Tenant on or before the Scheduled Late Delivery Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed Fee within ten (i) day for day for each such day of Landlord Delay for the first sixty (6010) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Date (the "Third Delay Period"). Notwithstanding the foregoing limitation on Landlord's liability to the contrary, if Landlord fails to deliver possession of the Premises to Tenant on or before June 1, 2000 (the "Outside Delivery Date")after demand therefor, then Tenant, as its sole in addition to all other rights and exclusive remedy, shall remedies that Tenant may have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000. Notwithstanding the foregoingagainst Landlord, Tenant shall not be entitled to either (i) deduct the unpaid and overdue portion of the Late Delivery Fee from Rent otherwise becoming due hereunder, together with interest on the unpaid balance thereof at the Default Rate from the date originally due. "Tenant Delay" means an act or omission of Tenant in violation of this Lease Commencement Date delays set forth in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) the termination right set forth in this Section 2.3.1, if ------------- which causes Landlord to fail to timely complete Landlord's inability Work. The parties agree that Tenant's actual damages as a result of Landlord's late delivery would be extremely difficult or impracticable to deliver determine, and acknowledge that the Premises to Tenant on the Scheduled Late Delivery Date or Outside Delivery DateFee has been agreed upon, after negotiation, as applicable, results from a Force Majeure Event described in Section 29.16the parties' best and reasonable estimate of Tenant's damages.

Delay in Delivery of Possession. If for any reason Landlord shall endeavor to ------------------------------- cannot deliver possession of the Premises to Tenant on or before December 1the Scheduled Commencement Date, 1999 (Landlord shall not be subject to any liability therefor, and such failure shall not affect the "Scheduled Delivery Date"). If validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant’s Share of Direct Expenses until the Commencement Date has occurred; provided, however, if Landlord fails to cannot deliver possession of the Premises to Tenant on or before the Scheduled Delivery date (“Outside Commencement Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed (i”) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which that is one hundred eighty (180) days following the Scheduled Delivery Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (5) days following the Outside Commencement Date (provided, however, in the "Third Delay Period"). Notwithstanding the foregoing limitation on event that Landlord's liability to the contrary, if Landlord fails ’s failure to deliver possession of the Premises to Tenant on or before June 1the Outside Commencement Date is attributable, 2000 in whole or in part, to any action or inaction by Tenant or Tenant’s Agents (including, without limitation, any Tenant Delay described in the "Outside Delivery Date"Work Letter attached hereto as Exhibit C ) or by reason of any causes beyond the reasonable control of Landlord (“Force Majeure Delay”), then the Outside Commencement Date shall be extended for the period of delay attributable to the action or inaction by Tenant or Tenant’s Agents in question and/or the Force Majeure Delay in question, as applicable). In the event Tenant provides Landlord with written notice of termination within such five (5) day period, this Lease shall terminate upon such notice and Landlord shall promptly return to Tenant any deposits made by Tenant to Landlord under this Lease. In the event Tenant fails to provide Landlord with written notice of termination within such five (5) day period, this Lease shall continue in full force and effect. In addition, if Tenant is delayed from receiving applicable governmental approvals of permits for the improvements to be constructed by Tenant pursuant to the Work Letter as a result of any so-called “shelter in place”, “stay at home”, “lockdown” or other similar order instituted by the municipal, county, state or federal government (and “Order”), the Commencement Date shall be delayed on a day for day basis, not to exceed thirty (30) days, for each day that the Order is in effect from and after the full execution and delivery of this Lease. Tenant acknowledges that no Order is in effect as of the date of this Lease. If it is determined during the first (1st) twelve (12) months after the date of delivery to Tenant pursuant to Section 2.5 that the roof of the Premises of HVAC system serving the Premises are not in good working condition as of the date of delivery to Tenant, and the lack of compliance with the Delivery Condition is not due to Tenant’s particular use of, or activities or work in or to the Premises, then Landlord shall, as its Tenant’s sole and exclusive remedy, shall have remedy the right defects and/or correct the non-compliance at no cost or charge to terminate this Lease by Tenant within a commercially reasonable time following Landlord’s receipt of written notice from Tenant which sets forth in particular detail, on a line by line basis, the items of non-compliance, which notice shall be delivered to Landlord by no later than June 15, 2000. Notwithstanding twelve (12) months after the foregoing, Tenant shall not be entitled to either (i) the Lease Commencement Date delays set forth in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) the termination right set forth in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises date of delivery to Tenant on pursuant to Section 2.5, with time being of the Scheduled Delivery Date or Outside Delivery Date, as applicable, results from a Force Majeure Event described in Section 29.16essence for such notice.

Delay in Delivery of Possession. If for any reason Landlord shall endeavor to ------------------------------- cannot deliver possession of the Premises to Tenant on or before December 1the Scheduled Commencement Date, 1999 (Landlord shall not be subject to any liability therefore, and such failure shall not affect the "Scheduled Delivery Date"). If validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant’s Share of Common Operating Expenses until the Commencement Date has occurred; provided, however, if Landlord fails to cannot deliver possession of the Premises to Tenant on or before the Scheduled Delivery date (“Outside Commencement Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed ”) that is thirty (i) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (12030) days following the Scheduled Delivery Date Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (1805) days following the Scheduled Delivery Outside Commencement Date (provided, however, in the "Third Delay Period"). Notwithstanding the foregoing limitation on Landlord's liability to the contrary, if Landlord fails event that Xxxxxxxx’s failure to deliver possession of the Premises to Tenant on or before June 1the Outside Commencement Date is attributable, 2000 in whole or in part, to any action or inaction by Tenant or Tenant’s Agents, the Outside Commencement Date shall be extended for the period of delay attributable to the action or inaction by Tenant or Tenant’s Agents in question). In the event Tenant provides Landlord with written notice of termination within such five (the "Outside Delivery Date")5) day period, then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease shall terminate upon such notice and Landlord shall promptly return to Tenant the Rental Fee, any prepaid Rent, the Security Deposit, and any other sums prepaid by Tenant to Landlord under this Lease. In the event Tenant fails to provide Landlord with written notice delivered to Landlord by no later than June 15of termination within such five (5) day period, 2000. Notwithstanding the foregoing, Tenant this Lease shall not be entitled to either (i) the Lease Commencement Date delays set forth continue in this Section 2.3.1(ii) full force and (iii) --------- ----- hereinabove, or (ii) the termination right set forth in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Date, as applicable, results from a Force Majeure Event described in Section 29.16effect.

Delay in Delivery of Possession. Landlord shall endeavor to ------------------------------- If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before December 1the Estimated Delivery Date as the same may be extended by any "Unavoidable Delays" or "Tenant Delays", 1999 neither Landlord nor Landlord's agents (the "Scheduled Delivery Date"including Landlord's Managing Agent as defined in Exhibit C). If Landlord fails to deliver the Premises to Tenant on or before the Scheduled Delivery Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages loss or expenses damage resulting therefrom, provided, Tenant shall have the right, as Tenant's sole and exclusive remedy hereunder to terminate this Lease. In such event The foregoing notwithstanding, the Lease Commencement Date failure by Landlord to complete the installation of the exterior windows of the Building on or before April 30, 200l shall not be delayed (i) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Date (the "Third Delay Period"). Notwithstanding the foregoing limitation on Landlord's liability to the contrary, if Landlord fails deemed a failure to deliver possession of the Premises to Tenant hereunder. Tenant may give written notice to Landlord of Tenant's intention to terminate this Lease. The notice will set forth an effective date for the termination, which will be at least ten (10) days after delivery of notice to Landlord. If Landlord delivers possession to Tenant on or before June 1this effective date, 2000 (the "Outside Delivery Date"), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to will remain in full force and effect. If Landlord by no later than June 15, 2000. Notwithstanding the foregoing, Tenant shall not be entitled to either (i) the Lease Commencement Date delays set forth in this Section 2.3.1(ii) and (iii) --------- ----- hereinabove, or (ii) the termination right set forth in this Section 2.3.1, if ------------- Landlord's inability fails to deliver the Premises possession to Tenant on the Scheduled Delivery Date or Outside Delivery Datebefore this effective date, as applicablethis Lease will be terminated. Upon such termination, results from a Force Majeure Event described in Section 29.16all consideration previously paid by Tenant to Landlord on account of this Lease will be returned to Tenant, this Lease will have no further force or effect and Landlord will have no further liability to Tenant because of this delay or termination.

Delay in Delivery of Possession. Landlord shall endeavor to ------------------------------- deliver possession of the Premises to Tenant on or before December 1, 1999 (the "Scheduled Delivery Date"). If Landlord fails to deliver the Premises to Tenant on or before the Scheduled Delivery Date, Landlord shall not be in default under this Lease, and shall not be liable to Tenant for any damages or expenses resulting therefrom. In such event the Lease Commencement Date shall be delayed (i) day for day for each such day of Landlord Delay for the first sixty (60) days of such delay beyond the Scheduled Delivery Date (the "First Delay Period"), (ii) two (2) days for each such day of Landlord Delay beyond the First Delay Period until the date which landlord is one hundred twenty (120) days following the Scheduled Delivery Date (the "Second Delay Period"), and (iii) three (3) days for each such day of Landlord Delay beyond the Second Delay Period until the date which is one hundred eighty (180) days following the Scheduled Delivery Date (the "Third Delay Period"). Notwithstanding the foregoing limitation on Landlord's liability to the contrary, if Landlord fails unable to deliver possession of the Premises premises as a result of causes beyond landlord's reasonable control, landlord shall not be liable for any damage caused for failing to Tenant on deliver possession, and this lease shall not be void or before June 1, 2000 (the "Outside Delivery Date"), then Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease by written notice delivered to Landlord by no later than June 15, 2000voidable. Notwithstanding the foregoing, Tenant shall not be entitled liable for rent until landlord delivers possession of the premises to tenant. Notwithstanding the above, the lease shall be voidable by either party in the event that construction on the new building does not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offset, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action in unlawful detainer, or for the recovery of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (i10%) from the Lease Commencement Date delays lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail to the landlord. Closing on the property shall be set forth within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain in effect throughout a valid lease period. At closing, the purchase price shall be payable in cash. Said option is conditional upon the tenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other convents, conditions, and provisions of the lease shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARK. In the event of the exercise of this option, lessor agrees to convey the property to lessee by warranty deed free and clear of all encumbrances except the taxes and assessments which under this lease are to be paid by lessee. Prior to consummation of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the property. In the event and on the lessee's exercise of the option to purchase the premises in the manner provided, a contract for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this Section 2.3.1(iilease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by written notice given to the Landlord not less than thirty (30) and (iii) --------- ----- hereinabovedays prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, or (ii) the termination right set forth in this Section 2.3.1, if ------------- Landlord's inability to deliver the Premises to Tenant on the Scheduled Delivery Date or Outside Delivery Date, as applicable, results from a Force Majeure Event described in Section 29.16option shall expire.