Common use of Delay in Substantial Completion Clause in Contracts

Delay in Substantial Completion. If Landlord shall be unable to Substantially Complete and deliver possession of the Replacement Premises on or before the Replacement Premises Target Delivery Date by reason of the fact that work required to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”), or (b) delay (a “Tenant Delay”) resulting from: (i) Tenant’s failure to comply with any of the delivery dates or approval dates contained in this Article 3 relative to the design, planning, selection of finishes and pricing for the Replacement Premises Leasehold Improvements, (ii) Tenant's failure to approve the Replacement Premises Final Plans on or before the Replacement Premises Final Plan Approval Date, (iii) Tenant’s failure to provide response to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(iv) Tenant’s requests for changes in the Replacement Premises Concept Plan or the Replacement Premises Approved Plans, or for the inclusion of materials or installations in the construction of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have the effect of delaying the Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date (“Specialty Work”), or (v) any acts, omissions, non-payment, defaults or misconduct of Tenant (or its agents, employees, design professionals, contractors, licensees or invitees)with respect to the construction of the Replacement Premises Leasehold Improvements. As used in the Lease, the term “Force Majeure” shall mean casualty, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar events.

Delay in Substantial Completion. If Landlord shall be unable to Substantially Complete and deliver possession of the Replacement Premises on or before the Replacement Premises Target Delivery Date by reason of the fact that work required to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”), or (b) delay (a “Tenant Delay”) resulting from: (ifrom:(i) Tenant’s failure to comply with any of the delivery dates or approval dates contained in this Article 3 relative to the design, planning, selection of finishes and pricing for the Replacement Premises Leasehold Improvements, (ii) Tenant's ’s failure to approve the Replacement Premises Final Plans on or before the Replacement Premises Final Plan Approval Date, (iii) Tenant’s failure to provide response to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(ivcontractors), (iv) Tenant’s requests for changes in the Replacement Premises Concept Plan or the Replacement Premises Approved Plans, or for the inclusion of materials or installations in the construction of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have the effect of delaying the Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date (“Specialty Work”), or (v) any acts, omissions, non-payment, defaults or misconduct of Tenant (or its agents, employees, design professionals, contractors, licensees or invitees)with invitees) with respect to the construction of the Replacement Premises Leasehold Improvements. As used in the Lease, the term “Force Majeure” shall mean casualty, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar events.

Delay in Substantial Completion. If Landlord there shall be unable to Substantially Complete and deliver possession a delay or there are delays in the Substantial Completion of the Replacement Premises on Tenant Improvements, as a direct, indirect, partial, or before the Replacement Premises Target Delivery Date by reason total result of the fact that work required to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”)each, or (b) delay (a “Tenant Delay”) resulting from: then, notwithstanding anything to the contrary set forth in the Lease or this Work Agreement, and regardless of the actual date of Substantial Completion of the Tenant Improvements, the date of Substantial Completion of the Tenant Improvements shall, for the purpose of determining the Commencement Date, be deemed to be the date the Substantial Completion of the Tenant Improvements would have occurred if no Tenant Delay had occurred: (ia) Tenant’s failure to timely comply with any its obligations with respect to the delivery of the delivery dates or approval dates contained in this Article 3 relative initial Letter of Credit (and any subsequent amendment to the design, planning, selection Letter of finishes and pricing Credit increasing the face amount of the Letter of Credit to the Letter of Credit Amount) as required by Article 9 of the Lease; (b) Xxxxxx’s failure to timely approve any matter requiring Xxxxxx’s approval; (c) A breach by Tenant of the terms of this Work Agreement or the Lease; (d) Xxxxxx’s request for changes (i) in the Replacement Premises Leasehold ImprovementsSpace Plan which cause the Approved Working Drawings to not be consistent with or a logical extension of the Space Plan, (ii) Tenant's failure to approve the Replacement Premises Final Plans on Approved Working Drawings following their completion, or before the Replacement Premises Final Plan Approval Date, (iii) Tenant’s failure to provide response to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold the Tenant Improvements within during the time periods established in this Article 3 course of construction; (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(ive) Tenant’s requests requirement for changes materials, components, finishes or improvements which are not available in a commercially reasonable time given the Replacement Premises Concept Plan or the Replacement Premises Approved Plansestimated date of Substantial Completion, or which are different from, or not included in, Landlord’s standard improvement package items for the inclusion of materials Building; (f) Changes to the Building required by the Approved Working Drawings; or (g) Any other acts or installations in the construction of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have the effect of delaying the Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date (“Specialty Work”), or (v) any acts, omissions, non-payment, defaults or misconduct omissions of Tenant (or its agents, employees, design professionals, contractors, licensees contractors or invitees)with respect to the construction of the Replacement Premises Leasehold Improvements. As used in the Lease, the term “Force Majeure” shall mean casualty, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar eventsvendors.

Delay in Substantial Completion. If Landlord shall be unable fails to Substantially Complete and deliver possession achieve Substantial Completion of the Replacement Premises Tenant's Work (as accelerated by all Tenant Delays) on or before September 1, 1999, as such date may be extended for force majeure delays, Tenant shall have the Replacement Premises Target Delivery Date right to terminate this Lease. Tenant may exercise this right only by reason of the fact that work required written notice to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”), or (b) delay (a “Tenant Delay”) resulting from: (i) Tenant’s failure to comply with any of the delivery dates or approval dates contained in this Article 3 relative to the design, planning, selection of finishes and pricing for the Replacement Premises Leasehold Improvements, (ii) Tenant's failure to approve the Replacement Premises Final Plans on or before September 30, 1999. If Tenant exercises this right, neither party shall have any further rights, duties, liabilities or obligations under this Lease. If Tenant does not exercise this right on or before September 30, 1999, Tenant shall be deemed to have waived its right to terminate. Notwithstanding anything to the Replacement Premises Final Plan Approval Datecontrary set forth hereinabove, (iii) if Xxxxxx is selected as the contractor to perform Tenant’s failure 's Work, this paragraph shall be of no force and effect whatsoever and Tenant shall have no right whatsoever to provide response terminate this Lease if Landlord fails to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(iv) Tenant’s requests for changes in the Replacement Premises Concept Plan or the Replacement Premises Approved Plans, or for the inclusion of materials or installations in the construction of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have the effect of delaying the achieve Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date Tenant's Work on or before September 1, 1999. EXHIBIT "F" JANITORIAL SERVICES Building surfaces and furnishings shall be maintained in first class condition, free of odors, spots, stains, visible soil, dust, dirt, scuff marks, and dirt/chemical build-up. Fixtures that are not in proper working order (“Specialty Work”)e.g., or (vlights, towel/towel tissue dispensers, toilets, etc.) any acts, omissions, non-payment, defaults or misconduct of Tenant (or its agents, employees, design professionals, contractors, licensees or invitees)with respect to the construction of the Replacement Premises Leasehold Improvementsshall receive proper maintenance. As used in the LeaseSpecifically, the term “Force Majeure” following services shall mean casualtybe provided by the Landlord: OFFICES A. DAILY 1. Empty wastebaskets and replace liners as needed. 2. Empty and damp clean ashtrays/receptacles. 3. Dust building furnishings including desks, acts of God or the elementschairs, inability to obtain materials or servicesand bases, labor disputes or strikespartitions, delays by governmental departments issuing permitstelephones, governmental regulations or controlstables, civil commotionfiling cabinets, war or similar eventsbookcases, and shelves.

Delay in Substantial Completion. If Landlord there shall be unable to Substantially Complete and deliver possession a delay or there are delays in the Substantial Completion of the Replacement Premises on Tenant Improvements, as a direct, indirect, partial, or before the Replacement Premises Target Delivery Date by reason total result of the fact that work required to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”)each, or (b) delay (a “Tenant Delay”) resulting from: then, notwithstanding anything to the contrary set forth in the Lease or this Work Agreement, and regardless of the actual date of Substantial Completion of the Tenant Improvements, the date of Substantial Completion of the Tenant Improvements shall, for the purpose of determining the Commencement Date, be deemed to be the date the Substantial Completion of the Tenant Improvements would have occurred if no Tenant Delay had occurred: (ia) Tenant’s failure to timely comply with any its obligations with respect to the delivery of the delivery dates or approval dates contained in this Article 3 relative initial Letter of Credit (and any subsequent amendment to the design, planning, selection Letter of finishes and pricing for Credit increasing the Replacement Premises Leasehold Improvements, face amount of the Letter of Credit to the Letter of Credit Amount) as required by Article 9 of the Lease; (ii) Tenant's failure to approve the Replacement Premises Final Plans on or before the Replacement Premises Final Plan Approval Date, (iiib) Tenant’s failure to provide response to requests for information, approvals timely approve any matter requiring Tenant’s approval; (c) A breach by Tenant of the terms of this Work Agreement or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 Lease; (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(ivd) Tenant’s requests request for changes (i) in the Replacement Premises Concept Space Plan which cause the Approved Working Drawings to not be consistent with or the Replacement Premises Approved Plans, or for the inclusion of materials or installations in the construction a logical extension of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have Space Plan, (ii) to the effect of delaying the Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date (“Specialty Work”)Approved Working Drawings following their completion, or (viii) any actsto the Tenant Improvements during the course of construction; (e) Tenant’s requirement for materials, omissionscomponents, non-paymentfinishes or improvements which are not available in a commercially reasonable time given the estimated date of Substantial Completion, defaults or misconduct which are different from, or not included in, Landlord’s standard improvement package items for the Building; (f) Changes to the Building required by the Approved Working Drawings; or (g) Any other acts or omissions of Tenant (or its agents, employees, design professionals, contractors, licensees contractors or invitees)with respect to the construction of the Replacement Premises Leasehold Improvements. As used in the Lease, the term “Force Majeure” shall mean casualty, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar eventsvendors.

Delay in Substantial Completion. If Landlord there shall be unable to Substantially Complete and deliver possession a delay or there are delays in the Substantial Completion of the Replacement Premises on or before the Replacement Premises Target Delivery Date by reason Tenant Improvements, as a result of the fact that work required to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”)each, or (b) delay (a “Tenant Delay”) resulting from: then, notwithstanding anything to the contrary set forth in the Lease or this Work Agreement, and regardless of the actual date of Substantial Completion of the Tenant Improvements, provided Landlord provides Tenant with written notice of its intent to declare a Tenant Delay under Section 4.2(g) below and gives Tenant one (i1) Business Day to cure the same, for the purpose of determining the commencement of Tenant’s obligation to pay rent under the Lease, the date of Substantial Completion of the Tenant Improvements shall be deemed to be the date the Substantial Completion of the Tenant Improvements would have occurred if no Tenant Delay had occurred: (a) Tenant’s failure to comply with timely approve any matter requiring Tenant’s approval; (b) A breach by Tenant of the delivery dates terms of this Work Agreement or approval dates contained the Lease; (c) Tenant’s request for changes (i) in this Article 3 relative to the design, planning, selection of finishes and pricing for the Replacement Premises Leasehold ImprovementsSpace Plan, (ii) Tenant's failure which cause the approved Working Drawings to approve not be consistent with or a logical extension of the Replacement Premises Final Plans on or before the Replacement Premises Final Plan Approval DateSpace Plan, (iii) to the Working Drawings following their completion, (iv) to the Tenant Improvements during the course of construction; or (v) to the minor improvements, the Furniture Plan and/or the electrical distribution specifications after submission thereof to Landlord. (d) Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the estimated date of Substantial Completion, or which are different from, or not included in, Landlord’s standard improvement package items for the Building; (e) Tenant’s failure to provide response timely submit the Furniture Plan to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(iv) Tenant’s requests for changes in the Replacement Premises Concept Plan condition required hereunder; (f) Changes to the Building required by the Working Drawings; or (g) Any other acts or the Replacement Premises Approved Plans, or for the inclusion of materials or installations in the construction of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have the effect of delaying the Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date (“Specialty Work”), or (v) any acts, omissions, non-payment, defaults or misconduct omissions of Tenant (or its agents, employees, design professionals, contractors, licensees contractors or invitees)with respect to the construction of the Replacement Premises Leasehold Improvements. As used in the Lease, the term “Force Majeure” shall mean casualty, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar eventsvendors (following notice as provided above).

Delay in Substantial Completion. If Landlord shall be unable to Substantially Complete and deliver possession of In the Replacement event that the Tenant Improvements in the Premises on or before the Replacement Premises Target Delivery Date by reason of the fact that work required to be done by Landlord hereunder has are not been Substantially Completed by that dateSeptember 30, 2013, then Landlord shall not be shall, subject to any penalty, claim or liability nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected except as provided terms and conditions set forth in this Section below3(b), and temporarily provide to Tenant approximately 13,600 rentable square feet of space in no event to the extent such delay results from any building commonly known as the Xxxxxx Building in the Project (the “Temporary Space”) (a diagram of which is attached hereto as Exhibit A-1), for the conduct of general office use in accordance with the terms of the following reasons: Lease only. (a1) In the event that Landlord’s failure to cause the Tenant Improvements in the Premises to be Substantially Completed by September 30, 2013, was not due in any part to Tenant Delay (as that term is defined in the Tenant Work Letter), then the term of Tenant’s lease of the Temporary Space (the “Force Majeure” or any cause beyond Temporary Space Term”) shall commence upon October 1, 2013 (the control of Landlord or its general contractor or subcontractors (a “Force Majeure DelayTemporary Space Commencement Date”), or and shall expire on the date (b) delay (a the “Tenant DelayTemporary Space Expiration Date”) resulting from: that is the earlier to occur of (i) Tenant’s failure to comply with any of the delivery dates or approval dates contained in this Article 3 relative to the design, planning, selection of finishes and pricing for the Replacement Premises Leasehold Improvements, (ii) Tenant's failure to approve the Replacement Premises Final Plans on or before the Replacement Premises Final Plan Approval Date, (iii) Tenant’s failure to provide response to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 (or if not so stated, then within date which is two (2) business days after request by Landlord or its contractors),(ivweeks following the occurrence of the Commencement Date with respect to the Premises under this Lease, and (ii) September 30, 2014. During the Temporary Space Term Tenant shall have no obligation to pay Basic Rent with respect to the Temporary Space, and Tenant shall have no obligation to pay Tenant’s requests for changes Proportionate Share of increases in Operating Costs and Taxes with respect to the Temporary Space (and in addition, Tenant shall be entitled to the Additional Moving Allowance on the terms and conditions set forth in Section 2 of the Tenant Work Letter). (2) If, on the other hand, Landlord’s failure to cause the Tenant Improvements in the Replacement Premises Concept Plan to be Substantially Completed by September 30, 2013, was due, in whole or in part, to Tenant Delay, then the Replacement Premises Approved PlansCommencement Date of this Lease shall be deemed to occur on October 1, or for 2013. In addition, the inclusion term of materials or installations in the construction Tenant’s lease of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements Temporary Space (the “Temporary Space Term”) shall also commence upon October 1, 2013 (the “Temporary Space Commencement Date”), and shall expire on the date (the “Temporary Space Expiration Date”) that may have is the effect earlier to occur of delaying (i) the date which is two (2) weeks following the date of the Substantial Completion of the Replacement Tenant Improvements in the Premises, and (ii) September 30, 2014. During the Temporary Space Term Tenant shall pay monthly Basic Rent in an amount equal to $1,285.96 per day (i.e., $38,578.75 divided by 30), which payment obligation shall subject to the abatement of Basic Rent during the first four (4) full calendar months of the Term as set forth in Exhibit H attached hereto, and Tenant shall be obligated to pay Tenant’s Proportionate Share (based on the number of rentable square feet in the Temporary Space) of increases in Operating Costs and Tax Excess (if any) with respect to the Temporary Space. (3) In connection with Tenant’s occupancy of the Temporary Premises Leasehold under terms of Section 3(b)(2), above, in the event that Landlord reasonably determines that Landlord’s failure to cause the Tenant Improvements beyond in the Target Delivery Date Premises to be Substantially Completed by September 30, 2013, was not due solely to Tenant Delays, but was also due in part to delays other than Tenant Delays (for purposes of this Section 3(b)(3), “Specialty WorkLandlord Delays”), then the parties shall reasonably and mutually determine the number of days of such delay that were due to Landlord Delays, and Tenant shall receive an abatement of Basic Rent (which shall be in addition to the abatement of Basic Rent provided in Exhibit H of this Lease) on a day-for-day basis for each day of such Landlord Delay in an amount equal to $1,285.96 per day (i.e., $38,578.75 divided by 30). Tenant’s possession of the Temporary Space shall be subject to the terms and conditions of the Lease as though such Temporary Space were the Premises, provided that (A) Tenant shall have no right to assign, sublease or (v) any acts, omissions, non-payment, defaults or misconduct of Tenant (or otherwise transfer its agents, employees, design professionals, contractors, licensees or invitees)with interest with respect to the construction Temporary Space, (B) the Temporary Space shall be delivered to Tenant is “broom clean” condition, and otherwise Tenant shall accept the Temporary Space in its existing “as is” condition, (C) Tenant shall not make any alterations or improvements to the Temporary Space or any portion thereof, without Landlord’s prior written approval, which approval may be withheld in Landlord’s sole discretion, (D) the terms of the Replacement Tenant Work Letter shall be inapplicable to the Temporary Space, and (E) Landlord shall have no obligation to provide or pay for improvements of any kind with respect to the Temporary Space. If Tenant fails to vacate and surrender the Temporary Space to Landlord, in accordance with the terms and conditions of this Lease on or before the Temporary Space Expiration Date, Tenant shall be deemed to be holding over in such Temporary Space pursuant to the terms of Article 21 of this Lease except that Basic Rent, on a per square foot basis of the Temporary Space, payable with respect to the Temporary Space shall be equal to twice the then- applicable Basic Rent, on a per square foot basis, applicable to the Premises Leasehold Improvements. As used under this Lease (without regard to any abatement of Basic Rent); provided, however, nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant in the Temporary Space, and Landlord expressly reserves the right to require Tenant to surrender possession of the Temporary Space to Landlord upon the terms and conditions set forth in this Lease. In the event that in the event that Landlord reasonably anticipates that the Tenant Improvements in the Premises will not be Substantially Completed by September 30, 2013, Landlord shall provide Tenant with written notice of the term “Force Majeure” shall mean casualtysame on or before September 1, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar events2013.

Delay in Substantial Completion. If (a) Landlord agrees to use commercially reasonable efforts to cause Substantial Completion of the Improvements to occur by the date ("Target Substantial Completion Date") of April 14, 2003, subject to extension for Force Majeure Delays, Tenant Delays, and delays due to the inability to obtain the building permit (and any other permits or approvals required to commence construction) on or before July 1, 2002. In the event that, despite such commercially reasonable efforts, Landlord determines on or after January 1, 2003 that it will be unable for any reason to cause Substantial Completion of the Improvements to occur on or before June 1, 2003, Landlord shall have the right, upon written notice to Tenant, to (i) require Contractor to reasonably hire and employ overtime construction assistance to achieve such date, the additional cost of which shall be unable deemed to Substantially Complete and deliver possession be an Improvement Cost. Any such notice shall specify, as applicable, Landlord's estimate of the Replacement Premises increase to Improvement Costs resulting from Contractor's overtime work and Landlord's revised Target Substantial Completion Date. (b) In addition, in the event on or after January 1, 2003 (but not later than February 15, 2003), Landlord determines in good faith, based upon completion and critical path schedules then being provided by Contractor, that the then anticipated date of Substantial Completion of the Improvements is a date later than the then effective Outside Termination Date (defined below) (which is subject to extension pursuant to Section 6.3(c) below), Landlord may propose (by delivery (not later than February 15, 2003) of written notice of such proposed date to Tenant (an "Outside Termination Date Revision Notice")) that the Outside Termination Date under Section 6.3(c) be extended to the date ("New Outside Termination Date") one (1) business day following the date that the Contractor then estimates will be the date Substantial Completion of the Improvements will be achieved (which date shall also be subject to extension pursuant to clause (i) of the last sentence of Section 6.3(c) below). Within ten (10) business days of Tenant's receipt of such Outside Termination Date Revision Notice, Tenant may elect, by delivery of written notice to Landlord, to terminate this Lease; if Tenant does not so terminate this Lease within such ten (10) business days, Tenant shall be deemed to have accepted the New Outside Termination Date (specified in the Outside Termination Date Revision Notice) as the revised Outside Termination Date. (c) Notwithstanding any provision of this Work Letter or the Lease to the contrary, (i) in the event that Landlord shall not achieve Substantial Completion on or before August 1, 2003 (which date shall be subject to extension as provided in clauses (i) and (ii) of the last sentence of this Section 6.3(c)) (the "Outside Termination Date"), Landlord shall immediately notify Tenant in writing (the "Revised Date Notice") of the date the Contractor then estimates will be the date of Substantial Completion (which estimated date is referred to as the "Revised Date") and Tenant shall have, subject to the provisions of this Section 6.3(c), as its sole and absolute remedy hereunder and under the Lease (for such failure to achieve Substantial Completion by such date), the right to terminate the Lease ("Tenant's Termination Right") by delivery of written notice of termination ("Termination Notice") to Landlord (which Termination Notice shall be effective upon receipt by Landlord of such notice provided that Substantial Completion is not achieved prior to delivery to Landlord of the Termination Notice) at any time which is following such failure to timely achieve Substantial Completion but is not later than fifteen (15) business days following receipt by Tenant of Landlord's Revised Date Notice, (ii) in the event that Tenant shall not terminate this Lease pursuant to the preceding clause (i), the Revised Date specified in the Revised Date Notice shall automatically be deemed to be the new Outside Termination Date (unless Tenant shall elect (a "2004 Election"), by delivery of written notice to Landlord within the fifteen (15) business day period described in clause (i), to require that the Commencement Date shall be not earlier than January 1, 2004, in which case the new Outside Termination Date shall be the later of such Revised Date and January 1, 2004), and in the event that Landlord shall fail to achieve Substantial Completion on or before such new Outside Termination Date, the rights and obligations of Tenant and Landlord with respect to such failure shall be the same as those applicable under this Section 6.3(c) with respect to Landlord's failure to achieve Substantial Completion on or before the Replacement Premises Target Delivery earlier Outside Termination Date by reason of (before revision pursuant to clause (ii)), and (iii) the fact that work required to be done by Landlord hereunder has not been Substantially Completed by that date, Landlord shall not be subject to any penalty, claim or liability nor shall process provided in the validity preceding provisions of this Section 6.3(c) shall be repeated until Substantial Completion is achieved or this Lease is terminated pursuant to this Section 6.3(c) (whichever event shall first occur); provided, however, in any event, if Substantial Completion is not achieved by March 31, 2004, Tenant and, provided Landlord is not in default of its obligations under this Work Letter with respect to achievement of Substantial Completion, Landlord, shall each have the right to terminate this Lease at any time which is after March 31, 2004 and is prior to achievement of Substantial Completion by delivery of written notice to the other Party hereto. Notwithstanding any provision of this Work Letter to the contrary, in the event that there shall be a 2004 Election by Tenant hereunder, there shall be no Cost of Capital Charges included within Improvements Costs with respect to the period following the Revised Date specified in Landlord's first Revised Date Notice. The Outside Termination Date (or the obligations New Outside Termination Date, as the case may be) shall be extended (i) one (1) day for each day of Tenant hereunder be Delay Period, (ii) as provided in any way affected except Section 6.3(b) and (iii) as provided in this Section below, and in no event to the extent such delay results from any of the following reasons: (a) “Force Majeure” or any cause beyond the control of Landlord or its general contractor or subcontractors (a “Force Majeure Delay”6.3(c), or (b) delay (a “Tenant Delay”) resulting from: (i) Tenant’s failure to comply with any of the delivery dates or approval dates contained in this Article 3 relative to the design, planning, selection of finishes and pricing for the Replacement Premises Leasehold Improvements, (ii) Tenant's failure to approve the Replacement Premises Final Plans on or before the Replacement Premises Final Plan Approval Date, (iii) Tenant’s failure to provide response to requests for information, approvals or disapprovals regarding Replacement Premises Leasehold Improvements within the time periods established in this Article 3 (or if not so stated, then within two (2) business days after request by Landlord or its contractors),(iv) Tenant’s requests for changes in the Replacement Premises Concept Plan or the Replacement Premises Approved Plans, or for the inclusion of materials or installations in the construction of the Replacement Premises Leasehold Improvements other than building standard items or items with delivery requirements that may have the effect of delaying the Substantial Completion of the Replacement Premises Leasehold Improvements beyond the Target Delivery Date (“Specialty Work”), or (v) any acts, omissions, non-payment, defaults or misconduct of Tenant (or its agents, employees, design professionals, contractors, licensees or invitees)with respect to the construction of the Replacement Premises Leasehold Improvements. As used in the Lease, the term “Force Majeure” shall mean casualty, acts of God or the elements, inability to obtain materials or services, labor disputes or strikes, delays by governmental departments issuing permits, governmental regulations or controls, civil commotion, war or similar events.