Common use of Delay of the Substantial Completion of the Permanent Premises Clause in Contracts

Delay of the Substantial Completion of the Permanent Premises. Except as provided in this Section 5.2, the Rent Commencement Date shall occur as set forth in the Lease and Section 5.1, above. Each of the following shall constitute a “Tenant Delay” to the extent such matter actually causes a delay in Substantial Completion and cannot reasonably be avoided without additional cost: 5.2.1 Tenant’s failure to comply with the Time Deadlines; 5.2.2 Tenant’s failure to timely approve any matter requiring Tenant’s approval within the time periods set forth herein (which, for avoidance of doubt, shall mean any period longer than five business days or such shorter time period as may be required hereunder) except to the extent that Tenant is deemed to consent to any such request for approval in accordance with the terms of this Work Letter; 5.2.3 A breach by Tenant of the material terms of this Tenant Work Letter or the Lease (provided that Landlord shall provide Tenant prior written notice specifying the nature of the breach and resulting delay under this clause (c)); 5.2.4 Any Tenant Change (including value engineering changes described in Section 4.2, above); 5.2.5 Tenant’s insistence on materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion, as set forth in the Lease, after having been informed, in writing, by Landlord that such materials, components, finishes or improvements will cause a delay in completion of the Tenant Improvements; or 5.2.6 Any other act or omission of Tenant or anyone acting by, through or under Tenant that causes a delay in construction work or any process described in this Tenant Work Letter (provided that Landlord shall provide Tenant prior written notice specifying the nature of the acts or omissions giving rise to the delay and the resulting delay under this clause (f)); and/or 5.2.7 Any act or omission of Tenant or anyone acting by, through or under Tenant that causes a delay in the issuance of the Sign Off ((provided that Landlord shall provide Tenant prior written notice specifying the acts or omissions giving rise to the delay and the resulting delay under this clause (g)). Upon any Tenant Delay, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the Substantial Completion, the date of the Substantial Completion shall be deemed to be the date the Substantial Completion of the Permanent Premises would have occurred if no Tenant delay or delays, as set forth above, had occurred and the Rent Commencement Date shall be deemed to have occurred accordingly. Any increased costs of the Tenant Improvements resulting from Tenant Delay shall be shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount. Landlord and Tenant have agreed to determine the length of any Tenant Delay as follows: (i) any delays pursuant to clause “(a)” and “(b”) in the definition of Tenant Delay in the definition of Tenant Delay shall be equal to one day for each day that the applicable Tenant Delay continues beyond the applicable time period required under this Lease, and (ii) with respect to any other Delay, Landlord shall notify Tenant in writing of the claimed estimated length of such Tenant Delay within 10 business days after its occurrence and Tenant may elect by written notice delivered to the other within 10 business days thereafter to dispute the claimed estimated Delay. Unless such estimate is disputed by written notice delivered within such 10 business day period, the length of such Delay shall be no less the claimed estimated Delay.

Delay of the Substantial Completion of the Permanent Premises. Except as provided in this Section 5.2, the Rent Commencement Date shall occur as set forth in the Lease and Section 5.1, 5.1 above. Each of the following shall constitute a “Tenant Delay” to the extent such matter actually causes a delay in Substantial Completion and cannot reasonably be avoided without additional cost: 5.2.1 Tenant’s failure to comply with the Time Deadlines; 5.2.2 Tenant’s failure to timely approve any matter requiring Tenant’s approval within the time periods set forth herein (which, for avoidance of doubt, shall mean any period longer than five (5) business days or such shorter time period as may be required hereunder) except to the extent that Tenant is deemed to consent to any such request for approval in accordance with the terms of this Work Letter; 5.2.3 A breach by Tenant of the material terms of this Tenant Work Letter or the Lease (provided that Landlord shall provide Tenant prior written notice specifying the nature of the breach and resulting delay under this clause (c)Section 5.2.3); 5.2.4 Any Tenant Change (including value engineering changes described in Section 4.2, 4.2 above); 5.2.5 Tenant’s insistence on materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion, as set forth in the Lease, after having been informed, in writing, by Landlord that such materials, components, finishes or improvements will cause a delay in completion of the Tenant Improvements; or 5.2.6 Any other act or omission of Tenant or anyone acting by, through or under Tenant that causes a delay in construction work or any process described in this Tenant Work Letter (provided that Landlord shall provide Tenant prior written notice specifying the nature of the acts or omissions giving rise to the delay and the resulting delay under this clause (f)Section 5.2.6); and/or 5.2.7 Any act or omission of Tenant or anyone acting by, through or under Tenant that causes a delay in the issuance of the Sign Off ((provided that Landlord shall provide Tenant prior written notice specifying the acts or omissions giving rise to the delay and the resulting delay under this clause (g)Section 5.2.7). Upon any Tenant Delay, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the Substantial Completion, the date of the Substantial Completion shall be deemed to be the date the Substantial Completion of the Permanent Premises would have occurred if no Tenant delay or delays, as set forth above, had occurred and the Rent Commencement Date shall be deemed to have occurred accordingly. Any increased costs of the Tenant Improvements resulting from Tenant Delay shall be shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount. Landlord and Tenant have agreed to determine the length of any Tenant Delay as follows: (i) any delays pursuant to clause “(a)” and “(b”) in the definition of Tenant Delay in the definition of Tenant Delay shall be equal to one day for each day that the applicable Tenant Delay continues beyond the applicable time period required under this Lease, and (ii) with respect to any other Delay, Landlord shall notify Tenant in writing of the claimed estimated length of such Tenant Delay within 10 business days after its occurrence and Tenant may elect by written notice delivered to the other within 10 business days thereafter to dispute the claimed estimated Delay. Unless such estimate is disputed by written notice delivered within such 10 business day period, the length of such Delay shall be no less the claimed estimated Delay.

Delay of the Substantial Completion of the Permanent Premises. Except as provided in this Section 5.2, the Rent Commencement Date shall occur as set forth in the Lease and Section 5.1, 5.1 above. Each of the following shall constitute a “Tenant Delay” to the extent such matter actually causes a delay in Substantial Completion and cannot reasonably be avoided without additional cost: 5.2.1 Tenant’s failure to comply with the Time Deadlines; 5.2.2 Tenant’s failure to timely approve any matter requiring Tenant’s approval within the time periods set forth herein (which, for avoidance of doubt, shall mean any period longer than five (5) business days or such shorter time period as may be required hereunder) except to the extent that Tenant is deemed to consent to any such request for approval in accordance with the terms of this Work Letter; 5.2.3 A breach by Tenant of the material terms of this Tenant Work Letter or the Lease (provided that Landlord shall provide Tenant prior written notice specifying the nature of the breach and resulting delay under this clause (c)Section 5.2.3); 5.2.4 Any Tenant Change (including value engineering changes described in Section 4.2, 4.2 above); 5.2.5 Tenant’s insistence on materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion, as set forth in the Lease, after having been informed, in writing, by Landlord that such materials, components, finishes or improvements will cause a delay in completion of the Tenant Improvements; or 5.2.6 Any other act or omission of Tenant or anyone acting by, through or under Tenant that causes a delay in construction work or any process described in this Tenant Work Letter (provided that Landlord shall provide Tenant prior written notice specifying the nature of the acts or omissions giving rise to the delay and the resulting delay under this clause (f)Section 5.2.6); and/or 5.2.7 Any act or omission of Tenant or anyone acting by, through or under Tenant that causes a delay in the issuance of the Sign Off ((provided that Landlord shall provide Tenant prior written notice specifying the acts or omissions giving rise to the delay and the resulting delay under this clause (g)). Upon any Tenant Delay, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the Substantial Completion, the date of the Substantial Completion shall be deemed to be the date the Substantial Completion of the Permanent Premises would have occurred if no Tenant delay or delays, as set forth above, had occurred and the Rent Commencement Date shall be deemed to have occurred accordingly. Any increased costs of the Tenant Improvements resulting from Tenant Delay shall be shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount. Landlord and Tenant have agreed to determine the length of any Tenant Delay as follows: (i) any delays pursuant to clause “(a)” and “(b”) in the definition of Tenant Delay in the definition of Tenant Delay shall be equal to one day for each day that the applicable Tenant Delay continues beyond the applicable time period required under this Lease, and (ii) with respect to any other Delay, Landlord shall notify Tenant in writing of the claimed estimated length of such Tenant Delay within 10 business days after its occurrence and Tenant may elect by written notice delivered to the other within 10 business days thereafter to dispute the claimed estimated Delay. Unless such estimate is disputed by written notice delivered within such 10 business day period, the length of such Delay shall be no less the claimed estimated DelaySection 5.2.