Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 3 contracts
Samples: Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant ImprovementsLandlord’s Work,” “Tenants’ Work,” and “Tenant Improvement Work Readiness ConditionForce Majeure Delays” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that if Landlord does not Deliver the Rent Premises within 150 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, in which case subsections (a) and (b) of this paragraph shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect apply. If Tenant does not elected to the extent that such Government Mandate precludes such construction void this Lease within 10 business days of the Tenant Improvements. Upon request lapse of Landlordsuch 150 day period, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached right to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; waived and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so shall remain in reliance upon Tenant’s representations, warranties, acknowledgments full force and agreements contained hereineffect.
Appears in 3 contracts
Samples: Lease Agreement (Avidity Biosciences, Inc.), Lease Agreement (Avidity Biosciences, Inc.), Lease Agreement (Avidity Biosciences, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding As provided herein, “Landlord’s Work” shall mean the foregoingfollowing work, which shall be completed at Landlord’s cost and expense: (i) remove the lab bench located in the northwestern portion of the Premises, and (ii) provide nitrogen piping, drops and hook-ups for Tenant supplied nitrogen to the Premises in locations mutually acceptable to Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & ShellTenant. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement (Twist Bioscience Corp), Lease Agreement (Twist Bioscience Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in Date, with Landlord’s Work Tl Substantially Completed so that Tenant can occupy the Tenant Improvement Work Readiness Condition Premises for construction by Tenant of the Tenant Improvements Permitted Use (“Delivery” or “Deliver”)) and with all base building mechanical, electrical and plumbing systems in good operating condition and repair, free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysand Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionTl Substantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). “Force Majeure” shall have the meaning set forth in Section 34. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 5 business days of the lapse of such 120 120-day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 3 contracts
Samples: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Foghorn Therapeutics Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 45 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 45 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, anything to the extent such Government Mandate precludes construction of contrary contained herein, if Tenant does not terminate this Lease pursuant to the Core & Shell (as defined in the Work Letter)immediately preceding sentence, the Target Commencement Date Base Rent shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed abated 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the 45 day period (as extended by Force Majeure delays and Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (iDelays) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Delivered to Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 3 contracts
Samples: Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver exclusive possession of the Premises to Tenant free and clear of all existing third party tenancies and occupancies on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 30 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to TenantTenant (which obligation shall survive termination), and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which that expressly survive termination of this Lease. As used herein, “Force Majeure Delays” means delays arising by reason of any Force Majeure (as defined in Section 34), but expressly excludes Landlord’s inability or refusal to terminate the terms lease (“Tenant Improvements” and Existing Lease”) of the existing third party tenant of the Premises (“Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work LetterExisting Tenant”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 30 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding effect and the foregoing, Landlord tables in Sections 3(a) and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date 4(a) shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached correspondingly adjusted by an amendment to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Arbutus Biopharma Corp), Lease Agreement (Arbutus Biopharma Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date Date, with Landlord’s Work Substantially Completed and in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements broom clean condition (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding the foregoing, if Landlord has not Delivered the Premises to Tenant on or before the date that is 60 days after the Target Commencement Date (as may be extended by Force Majeure delays and Tenant Delays), then Tenant shall receive a day-for-day abatement of the monthly Base Rent first coming due under this Lease for every 1 full day that Landlord has not delivered possession of the Premises to Tenant beyond such 60-day period. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Heat Biologics, Inc.), Lease Agreement (Heat Biologics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) on or before the Target Commencement Date for the construction of the Tenant Improvements by Tenant in accordance with the Work Letter. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) and any prepaid Base Rent shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings meaning set forth for such terms term in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Jounce Therapeutics, Inc.), Lease Agreement (Jounce Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises to Tenant by the date that is 30 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and Tenant Delays, the “Abatement Date”), then Landlord shall provide Tenant with a credit equal to 1 day’s Base Rent for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and ; provided that Tenant agree that if any Governmental Authority having jurisdiction of the Project, as will have a result of the COVID-19 outbreak second right to terminate this Lease in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to event Landlord has still not Delivered the extent such Government Mandate precludes construction Premises within 120 days of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall for any reason other than Force Majeure delays and Tenant Delays, which right will be delayed 1 exercisable for a period of 5 business days after such 120 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shellperiod. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earlier of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; or (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day Premises but for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDelays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. In addition to Landlord’s Work, Landlord shall, at Landlord’s sole cost and expense, perform the following work outside the Premises: (i) renovation of the existing Project courtyard, (ii) installation of new glazing on the courtyard side of the Building, which may be performed in phases as existing leases in the Building expire, (iii) construction of a new “pass through” lobby providing access from the parking lot to the Project courtyard, (iv) construction of Common Area restrooms in the Building, (v) construction of a Common Area conference room in the Building, (vi) improvements to the parking lot serving the Building required to comply with applicable Legal Requirements as of the Commencement Date in accordance with Section 7, and (vii) the removal of any unused equipment and pads, as reasonably determined by Landlord, from the Common Areas (collectively, the “Common Area Improvements”). The design and construction of the Common Area Improvements shall be performed pursuant to plans and specifications determined by Landlord, in its sole and absolute discretion, provided that the quality of the Common Area Improvements shall be consistent with or better than the quality of the existing improvements and Tenant shall have no right to request any changes to Landlord’s plans and specifications for the Common Area Improvements. Landlord shall endeavor to complete the Common Area Improvements (other than those listed in subsection (iii) above which shall be completed in phases as existing leases at the Project expire) within 60 days after the Commencement Date. Landlord shall use reasonable efforts to minimize interference with Tenant’s operations in the Premises in connection with the Common Area Improvements performed after the Commencement Date. Except as set forth in the Work LetterLetter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Datedate that Landlord Delivers the Premises to Tenant; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Metacrine, Inc.), Lease Agreement (Metacrine, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Rent Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“"Delivery” " or “"Deliver”"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Rent Commencement Date for any reason other than Force Majeure delaysDelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: either (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. Landlord shall use reasonable efforts to Substantially Complete Landlord's Work within 90 days after the Rent Commencement Date (subject to Force Majeure Delays and Tenant Delays), and Tenant shall cooperate with Landlord during Landlord's performance of the Landlord's Work. As used herein, (i) "Landlord's Work" means the terms “work to be performed by Landlord at its sole cost and expense described on Exhibit C, (ii) "Force Majeure Delays" means delays arising by reason of any Force Majeure (as defined in Section 34), (iii) "Tenant Improvements” Delays" means (A) Tenant's request for changes to Landlord's Work, regardless of whether any such changes are performed, (B) construction of any such changes, (C) Tenant's request for materials, finishes or installations requiring unusually long lead times, (D) Tenant's delay in reviewing, revising, or approving any plans and “specifications relating to Landlord's Work, (E) Tenant's delay in providing information critical to the normal progression of the Project (Tenant Improvement Work Readiness Condition” shall have the meanings set forth provide such information as soon as reasonably possible, but in no event longer than one week after receipt of any request for such terms information from Landlord), and (F) any other act or omission by Tenant or any Tenant Party, or persons employed by any of such persons, and (iv) "Substantially Completed" means the substantial completion of Landlord's Work (A) in a good and workmanlike manner, (B) in accordance with the work letter at here requirements described in Exhibit C, and (C) in accordance with all applicable Legal Requirements (including, but not limited to, obtaining the applicable building final permit for Landlord's Work), subject only to as Exhibit C (the “Work Letter”)normal "punch list" items. Landlord will promptly complete such punch list items. If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Opgen Inc), Lease Agreement (Opgen Inc)
Delivery; Acceptance of Premises; Commencement Date. (a) Landlord and Tenant acknowledge that (i) Tenant is in the process of raising its Series A round of equity financing, (ii) in order for Landlord to commence Landlord’s Work under the Work Letter attached hereto as Exhibit F (the “Work Letter”) as soon as possible, Landlord and Tenant are executing this Lease prior to the Tenant’s receipt of such financing, and (iii) following execution of this Lease Landlord will expend its funds in performing Landlord’s Work. If Tenant does not close on equity financing in an amount at least equal to $4,000,000 (the “Equity Financing”) on or before March 1, 2010, Landlord shall have the right to suspend Landlord’s Work under the Work Letter. For purposes of this paragraph, Tenant shall be deemed to have closed on the date that the net proceeds of such Equity Financing are received by Tenant. Any such suspension of Landlord’s Work shall constitute a Tenant Delay under the Work Letter. If the Equity Financing has not closed on or before June 1, 2010, Landlord shall have the right, whether or not Landlord has exercised its right to suspend Landlord’s Work, to terminate this Lease on 60 days’ notice to Tenant, and notwithstanding anything to the contrary contained in this Lease, upon the delivery of such notice of termination Landlord shall have an indefeasible right to the “Termination Fee” (as defined below) as liquidated damages on account of such termination. If Landlord does not elect to so terminate this Lease under this Section 2(a), this Lease shall remain in full force and effect. Upon such termination by Landlord, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. The “Termination Fee” shall be equal to the first month’s Base Rent paid by Tenant upon execution of this Lease and the full amount of the Security Deposit. Tenant hereby authorizes and consents to the draw by Landlord under the Letter of Credit in the full amount of the Security Deposit in the event of such termination, and the provisions of this paragraph shall survive such termination. Tenant acknowledges and agrees that in the event of such termination, (x) Landlord is entitled to draw under the Letter of Credit in the full amount of the Security Deposit, and (y) Landlord may certify to the issuing bank that Landlord is entitled to draw under the Letter of Credit. Tenant shall cooperate with Landlord in connection with such draw request(s) to such issuing bank or banks, including without limitation providing such certificates, affidavits and other documents as may be requested by such issuing bank or banks.
(b) Subject to the provisions of Section 2(a), Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of Date, with the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely so Deliver the PremisesPremises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinherein (provided that nothing in this Section 2(b) shall limit or derogate from the right of the Landlord to terminate this Lease under Section 2(a) above). If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than delays due to Force Majeure delaysor Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall not have the right to terminate this Lease under this Section 2(b) other than in the event of Force Majeure or Tenant Delays), and if so terminated by either: either under this Section 2(b): (a) any Rent paid prior to the date of such termination (except for any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) and the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this LeaseLease (it being understood that the clause (a) of this sentence shall not apply to any termination under Section 2(a) above). As used herein, the terms “Tenant Improvements,” “Tenants’ Work,” “Tenant Delays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). The term “Force Majeure” shall have the meaning set forth for such term in Section 37 below. If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delaysunder this Section 2(b), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoingHowever, if neither Landlord and nor Tenant agree that if any Governmental Authority having jurisdiction elects to void this Lease within 5 business days of the Project, as a result lapse of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”60-day period under this Section 2(b), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect except to the extent that Landlord’s failure to Deliver the Premises is due to Force Majeure or Tenant Delays, then Tenant shall receive a credit equal to one day of Base Rent for every day after the lapse of such Government Mandate precludes such construction 60-day period until Delivery of the Premises, up to 60 days in the aggregate (the “Rent Credit Period”). Such credit shall be reduced for each day of any Force Majeure delay and for each day of any Tenant ImprovementsDelays. Upon request Such credit, net of Landlordreduction for Force Majeure delay and Tenant Delays as aforesaid, shall be applied to Base Rent first payable by Tenant shall execute from and deliver a written acknowledgment of the Commencement Date, after the Rent Commencement Date Date. If Landlord does not Deliver the Premises on or before the 60th day of the Rent Credit Period, for any reason other than delays due to Force Majeure or Tenant Delays, this Lease may be terminated by Landlord or Tenant under this Section 2(b) by written notice to the other (except that Landlord shall have no right to so terminate this Lease under this Section 2(b) other than in the event of Force Majeure or Tenant Delays), and if so terminated by either under this Section 2(b): (a) any Rent paid prior to the date of such termination (except for any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) and the expiration date Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease (it being understood that the clause (a) of this sentence shall not apply to any termination under Section 2(a) above). If neither Landlord nor Tenant elects to void this Lease within 5 business days of the Term when such are established in the form 60 th day of the “Acknowledgement of Commencement Date” attached Rent Credit Period under this Section 2(b), such right to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; waived and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so shall remain in reliance upon Tenant’s representations, warranties, acknowledgments full force and agreements contained hereineffect.
Appears in 2 contracts
Samples: Lease Agreement (Eleven Biotherapeutics, Inc.), Lease Agreement (Eleven Biotherapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Twist Bioscience Corp), Lease Agreement (Twist Bioscience Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises earlier to Tenant in Tenant Improvement Work Readiness Conditionoccur of (i) August 1, 2016, or (ii) the day after the termination of the Novartis Lease (as defined below), if the Novartis Lease terminates prior to August 1, 2016. The “Rent Commencement Date” shall be the date that is 180 days 3 months after the Commencement Date (which is anticipated to be February 1, 2022, based Date. The time period commencing on the Target Commencement Date of August 1, 2021); provided, however, that through the day immediately preceding the Rent Commencement Date shall may be delayed 1 day for each day after referred to herein as the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. “Abatement Period.” Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, Date and the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Landlord and Tenant acknowledge and agree that, as of the date hereof, the Premises is currently subject to that certain Lease Agreement between Landlord and Novartis Institute for Functional Genomics, Inc., a Delaware corporation (doing business as “The Genomics Institute of the Novartis Research Foundation”) (“Novartis”), dated as of August 8, 2011 (as the same has been and may in the future may be amended, the “Novartis Lease”). Tenant agrees that, other than as specifically set forth in the Work Letter (and, for the avoidance of doubt, Landlord has no obligations under the Work Letter until the Conditions Precedent have been satisfied), Landlord has no obligations under this Lease prior to the Commencement Date. Prior to the Commencement Date, Tenant will lease the Premises pursuant to a Sublease Agreement between Novartis and Tenant (the “Novartis Sublease”). Landlord and Tenant agree that if the Novartis Lease terminates prior to August 1, 2016, then, notwithstanding anything to the contrary contained in this Lease, the Commencement Date shall be amended to be the day immediately after the date of such early termination of the Novartis Lease (“Early Commencement Date”); provided, however, that Tenant shall, commencing on the Early Commencement Date through July 31, 2016, be required to pay (a) monthly Base Rent in the amount set forth on Page 1 of this Lease, and (b) Tenant’s Share of Operating Expenses pursuant to the terms of this Net Laboratory 3530 Xxxx Xxxxxxx/Conkwest - Page 3 Lease. Notwithstanding the foregoing, if the early termination of the Novartis Lease was due to a casualty or condemnation, then such casualty or condemnation shall be deemed to have occurred during the Base Term of this Lease and the rights and obligations of Landlord and Tenant with respect to this Lease shall be governed by Section 18 and Section 19 of this Lease, as applicable. For the avoidance of doubt, the expiration date of this Lease shall remain July 31, 2023, following the Early Commencement Date. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following conditions precedent (“Conditions Precedent”) having been satisfied: (i) Tenant and Novartis entering, on or before July 31, 2015, into the Novartis Sublease, (ii) the execution by Tenant, Novartis and Landlord, on or before July 31, 2015, of a consent to sublease reasonably acceptable to Landlord, (iii) Landlord and Novartis having entered, on or before July 31, 2015, into an amendment of the Novartis Lease, providing for the early termination of the Novartis Lease, which amendment shall be on terms and conditions acceptable to Landlord and Novartis, each in their sole and absolute discretion, and (iv) the tenant which currently leases that certain building at the Project commonly known as 0000 Xxxx Xxxxxxx Court waiving, on or before June 29, 2015, any and all rights it has under its lease agreement to lease the Premises. In the event that any of the Conditions Precedent have not been satisfied, Landlord and Tenant shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated by either: (a) any prepaid Base Rent (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease. Upon satisfaction of the Conditions Precedent, Landlord shall promptly provide to Tenant written notice that the Conditions Precedent have been satisfied and Landlord and Tenant shall have no further right to terminate this Lease pursuant to this paragraph. Landlord and Tenant shall have no liability whatsoever to the other party relating to or arising from such party’s inability or failure to cause the Conditions Precedent to be satisfied. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s taking possession occupancy of the Premises pursuant to the terms of the Novartis Sublease shall be conclusive evidence that Tenant accepts the Premises and that the Premises were are in good condition at the time possession was taken. Any occupancy as of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (NantKwest, Inc.), Lease Agreement (Conkwest, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant by the date that is 90 days after the Target Commencement Date (as such date may be extended for delays caused by Tenant or Force Majeure (as defined in Section 34) delays, the “Abatement Date”), then, commencing on the first day immediately following the expiration of the Subsequent Abatement Period (as defined below), Base Rent shall be abated on a day-for-day basis for each day after the Abatement Date that Landlord failed to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 180 days of the Target Commencement Date for any reason other than delays caused by Tenant or Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 180 day period (as may be extended by Force Majeure delays), delays and delays caused by Tenant) such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (CARGO Therapeutics, Inc.), Lease Agreement (CARGO Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 30 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and delays caused by Tenant, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 30 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Stem Cell Assurance, Inc.), Lease Agreement (Stem Cell Assurance, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date Date, in the Tenant Improvement Work Readiness Condition for construction by Tenant broom clean condition, free of the Tenant Improvements all occupants and their property, with Landlord's Work, if any, Substantially Completed (“Delivery” "DELIVERY" or “Deliver”"DELIVER"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If the Landlord does not Deliver the Premises by December 31, 2001 (as the same shall be extended for Force Majeure Delays and/or Tenant Delays), then for each day beyond December 31, 2001 (as the same may be extended) that Delivery is so delayed, Tenant shall receive one day of free Base Rent equal to the daily Base Rent which would have accrued for each particular day after December 31, 2001 (as the same may be extended) until the Premises are Delivered. If Landlord is unable to Deliver the Premises within 120 days of the Target Commencement Date for any by reason other than of Force Majeure delaysDelays and/or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherTenant, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If Landlord is unable to Deliver the Premises within 150 days of the Target Commencement Date by any reason other than Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” "LANDLORD'S WORK," "TENANTS' WORK," "FORCE MAJEURE DELAYS," "TENANT DELAYS" and “Tenant Improvement Work Readiness Condition” "SUBSTANTIALLY COMPLETED" shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Acusphere Inc), Lease Agreement (Acusphere Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements Date, with Landlord’s Work, if any, Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and the Extension Term, if any, which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work LetterLetter or as otherwise set forth in this Lease, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding except the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the PremisesRent. Tenant agrees and acknowledges that that, except as otherwise set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Fate Therapeutics Inc), Lease Agreement (Fate Therapeutics Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers acquires fee title to the Premises Project. Landlord shall deliver the Project to Tenant in Tenant Improvement Work Readiness Conditionon the Commencement Date. The “Rent Commencement Date” shall be the later of (a) the date that is 180 days 6 months after the Commencement Date Date, or (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August b) January 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date, the OPEX Commencement Date (as defined in Section 3(b)) and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and any Extension Terms which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work LetterLetter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any access to or occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the foregoingcontrary contained in this Lease, Tenant and Landlord acknowledge and agree that as of the date of this Lease, Landlord does not own the Project and that the effectiveness of this Lease and the delivery of the Premises to Tenant is conditioned upon Landlord acquiring fee title the Project pursuant to the existing purchase and sale agreement (as the same may be amended) between Landlord and the current owner of the Project (“Condition Precedent”). Neither Landlord nor Tenant shall have any liability whatsoever to each other relating to or arising from Landlord’s inability or failure for any reason to cause the period Condition Precedent to be satisfied. If the Condition Precedent is not satisfied by August 31, 2020, then this Lease may be terminated by Landlord or Tenant by delivery of 365 consecutive days after written notice to the other delivered on or before September 15, 2020. If this Lease terminates pursuant to the immediately preceding sentence, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease. Following the Commencement Date, Landlord shallshall perform certain work with respect to the core and shell of the Building and certain site work pursuant to the scope of work attached hereto as Exhibit G, at its sole cost which scope of work has been agreed to by Landlord and expense Tenant (which “Landlord’s Work”). Landlord shall not constitute an Operating Expense), be responsible for any repairs that are required cause Landlord’s Work to be made performed in a good and workmanlike manner and in accordance with applicable Legal Requirements. Landlord shall consult with Tenant with respect to elements of Landlord’s Work which are discretionary in nature (such as the color the Building Systems is being painted). Landlord may make changes to the scope of Landlord’s Work reflected on Exhibit G upon notice to Tenant so long as such changes will not result in (as defined w) a material increase in Section 13)TI Costs, serving the Premises unless Tenant or any Tenant Party was responsible (x) a material, adverse effect on Tenant’s schedule for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part substantial completion of the Tenant Improvements, in which case Tenant shall pay (y) increase the costcost of Landlord’s Work above the amount of Landlord’s Contribution, or (z) any element of Landlord’s Work being removed from the scope of Landlord’s Work. In addition, Tenant shall be entitled Any changes to the benefit scope of Landlord’s Work reflected on Exhibit G that would result in any warranties issued to of the circumstances listed in subsections (w) through (y) of the immediately preceding sentence would require Tenant’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, and any changes that would result in any element of Landlord’s Work being removed from the scope of Landlord’s Work as contemplated in subsection (z) of the immediately preceding sentence would require Tenant’s prior approval, which may be granted or withheld in Tenant’s sole discretion. Tenant waives all claims for Rent Abatement in connection with Landlord’s Work. All costs incurred by Landlord in connection with Landlord’s Work including, without limitation, all hard and soft design, engineering, permitting and construction costs, and an administrative fee payable to Landlord in the Core & Shell amount of 1% of the “hard” costs of Landlord’s Work, shall be included in the calculation of the cost of Landlord’s Work. Landlord shall be responsible for the terms cost of such warranties Landlord’s Work up to $25.00 per rentable square foot of the Premises (“Landlord Contribution”). Landlord shall make determinations with respect to the extent affecting budget for Landlord’s Work and any changes thereto in a commercially reasonable manner. Tenant acknowledges that Landlord shall continue to require access to portions of the PremisesProject (including the Building interior) following the Commencement Date in order to complete Landlord’s Work while Tenant is performing the Tenant Improvements. Commencing on the Commencement Date, Landlord and Tenant shall work together in a cooperative manner, and shall likewise require each of their respective contractors to work together in a cooperative manner, to coordinate the remaining Landlord’s Work and the Tenant Improvements and to achieve the substantial completion of all such work in as prompt and efficient manner as reasonably practicable. Landlord shall use reasonable efforts to complete Landlord’s Work by the Rent Commencement Date. If Landlord fails to complete Landlord’s Work prior to the Rent Commencement Date and Tenant’s operations in the Premises are adversely affected due to such failure, then, commencing on the Rent Commencement Date, Tenant shall receive 1 day of abatement of Base Rent for each day following the Rent Commencement Date that Landlord fails to substantially complete Landlord’s Work. Tenant agrees and acknowledges that that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Cue Health Inc.), Lease Agreement (Cue Health Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Xxxxxxxx’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 60 days following the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, then Tenant shall be entitled to a day for day abatement of Base Rent for each day that the delay in delivery continues from and including the 60th day after the Target Commencement Date (as such Target Commencement Date is extended for Force Majeure delays and Tenant Delays) through the earlier of Delivery or the 120th day after the Target Commencement Date (as such Target Commencement Date is extended for Force Majeure delays and Tenant Delays). If Landlord does not Deliver the Premises within 120 days following the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, then Tenant shall be entitled to an abatement of Base Rent for two days for each day that the delay in delivery continues for the period from the 120th day after the Target Commencement Date (as such Target Commencement Date is extended for Force Majeure delays and Tenant Delays) until the earlier of Delivery or the 195th day after the Target Commencement Date (as such Targe Commencement Date is extended for Force Majeure delays and Tenant Delays). If Landlord does not Deliver the Premises within 195 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, then this Lease may be terminated by Landlord or Tenant by written notice (given no later than 10 business days after the expiration of the 195 day period (as so extended)) to the otherLandlord, and if so terminated by either: Tenant:
(a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any prepaid Base Rent shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 195-day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived Building 1 (AOTC) / Kymera Therapeutics, Inc. - Page 5 and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, anything to the extent such Government Mandate precludes construction contrary contained herein and for the avoidance of the Core & Shell (as defined in the Work Letter)any doubt, the Target termination rights provided for in this paragraph shall terminate on the Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & ShellDate. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date, the Base Rent Commencement Date Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and (if timely and properly exercised) the Extension Term that Tenant may elect pursuant to Section 40 hereof. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises at such times set forth in Section 6 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses (as defined in Section 5). Except as set forth in the next paragraph, Section 13 hereof, or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 consecutive days twelve months after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms cost of such warranties to the extent affecting the Premisesrepair. Tenant Xxxxxx agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Kymera Therapeutics, Inc.), Lease Agreement (Kymera Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as set forth in this Lease or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (CytomX Therapeutics, Inc.), Lease Agreement (CytomX Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than delays due to Force Majeure delaysor Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure or Tenant Delays), and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) and any Rent paid prior to the date of such termination (except any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. MyoKardia, Inc., a Delaware corporation (“MyoKardia”), an affiliate of Tenant, is the tenant under that certain Lease Agreement between Landlord and MyoKardia dated as of even date herewith (“MyoKardia Lease”), pursuant to which Landlord leases to MyoKardia and MyoKardia leases from Landlord the balance of the first floor of the Building, as described in the MyoKardia Lease (“MyoKardia Premises”). Tenant acknowledges that MyoKardia may have access to the Premises during the Term and Tenant may have access the MyoKardia Premises during the Term. Tenant further acknowledges and agrees that, except for what may be constructed as part of the Tenant Improvements, Landlord has no obligation to construct any improvements to separate the Premises from the MyoKardia Premises. Tenant shall not enter onto the MyoKardia Premises without express permission from MyoKardia and shall not take any action or fail to take any action which would interfere with MyoKardia’s use of the MyoKardia Premises. Landlord shall have no liability for any Claims suffered by Tenant in connection with any entry by MyoKardia into the Premises. Except as set forth in the Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Global Blood Therapeutics, Inc.), Lease Agreement (Global Blood Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements Date, with Landlord’s Work, if any, Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays, Tenant Delays, and Existing Tenant Delay (all as defined below), this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, (i) “Landlord’s Work” means the work of constructing the improvements to the Premises described on Exhibit C, which shall be performed by Landlord at its sole cost and expense, (ii) “Force Majeure Delays” means delays arising by reason of any Force Majeure (as defined in Section 34), (iii) “Tenant Delays” means (A) Tenant’s request for changes to Landlord’s Work, regardless of whether any such changes are performed, (B) construction of any such changes, (C) Tenant’s request for materials, finishes, or installations requiring unusually long lead times that were not originally included as a part of Landlord’s Work, (D) Tenant’s delay (which shall mean more than 5 business days) in reviewing, revising, or approving any plans and specifications relating to Landlord’s Work, (E) Tenant’s delay in providing information critical to the normal progression of the Project (Tenant shall provide such information as soon as reasonably possible, but in no event longer than 5 business days after receipt of any request for such information from Landlord), and (F) any other act or omission by Tenant or any Tenant Party (as defined herein), or persons employed by any of such persons, (iv) “Substantially Completed” means the substantial completion of Landlord’s Work (A) in a good and workmanlike manner, (B) in accordance with the requirements described in Exhibit C, and (C) in accordance with all applicable Legal Requirements (including, but not limited to, securing the applicable final building inspection for Landlord’s Work), subject only to normal “punch list” items, and (v) “Existing Tenant Delay” means the refusal or failure by the Existing Tenant (as defined below) to surrender the Premises by July 1, 2010 in accordance with the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have conditions of the meanings set forth for such terms in the work letter at here to Existing Lease (as Exhibit C (the “Work Letter”defined below). Landlord will promptly perform such punch list items. Tenant shall obtain, at its sole cost and expense, any applicable use and occupancy permit for the Premises issued by the applicable Governmental Authority. If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, If neither Landlord and nor Tenant agree that if any Governmental Authority having jurisdiction elects to void this Lease within 5 business days of the Projectlapse of such 60 day period, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, right to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Termwaived and this Lease shall remain in full force and effect. Sequoia Pharmaceuticals, as defined above on the first page of this Lease. Except as set forth in the Work Letter: Inc. (i) Tenant shall accept “Existing Tenant”), is currently leasing the Premises in their condition as of from Landlord, and the Commencement Date; lease agreement (ii“Existing Lease”) between Landlord and Existing Tenant is scheduled to expire on July 1, 2010 subject to Landlord’s right to advance the expiration date. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Landlord will be able to recapture the Premises from the Existing Tenant by July 1, 2010 and that Landlord shall have no obligation for any defects in or duty to seek the vacation or removal of the Existing Tenant from the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Glycomimetics Inc), Lease Agreement (Glycomimetics Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than delays due to Force Majeure delaysor Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure or Tenant Delays), and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) and any Rent paid prior to the date of such termination (except any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except Global Blood Therapeutics, Inc., a Delaware corporation (“GBT”), an affiliate of Tenant, is the tenant under that certain Lease Agreement between Landlord and GBT dated as set forth of even date herewith (“GBT Lease”), pursuant to which Landlord leases to GBT and GBT leases from Landlord the balance of the first floor of the Building, as described in the Work Letter: GBT Lease (i) “GBT Premises”). Tenant shall accept acknowledges that GBT may have access to the Premises in their condition as of during the Commencement Date; (ii) Landlord shall Term and Tenant may have no obligation access the GBT Premises during the Term. Tenant further acknowledges and agrees that, except for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall what may be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems constructed as part of the Tenant Improvements, in which case Landlord has no obligation to construct any improvements to separate the Premises from the GBT Premises. Tenant shall pay not enter onto the costGBT Premises without express permission from GBT and shall not take any action or fail to take any action which would interfere with GBT’s use of the GBT Premises. In addition, Landlord shall have no liability for any Claims suffered by Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting any entry by GBT into the Premises. If the GBT Lease is terminated at any time during the Term of this Lease, (i) Landlord agrees that Tenant agrees and acknowledges that neither Landlord nor shall have the right along with any agent of Landlord has made any representation or warranty with respect new tenant(s) in the GBT Premises to use the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.Shared Area shown on Exhibit G,
Appears in 2 contracts
Samples: Lease Agreement (Global Blood Therapeutics, Inc.), Lease Agreement (Global Blood Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises vacant and available to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery,” “Deliver” or “DeliverDelivered”). Before entering the Premises to construct Tenant Improvements under the Work Letter, Tenant shall deliver to Landlord evidence of the insurance required hereby and by the Work Letter (collectively, the “Deliverables”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver deliver the Premises within 120 60 days of the Target Commencement Date for any reason (including Force Majeure Delays [as defined below]) other than Force Majeure delaysthe non-satisfaction of the Contingency (as defined in Section 2(c) below), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant ImprovementsForce Majeure Delays” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms means delays arising by reason of any Force Majeure (as defined in the work letter at here to as Exhibit C (the “Work Letter”Section 34). If neither Landlord nor Tenant elects does not elect to void so terminate this Lease within 10 business 20 days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that if Landlord Delivers the Rent Commencement Date shall be delayed 1 Premises within such 20 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, howeverperiod, Tenant’s failure election to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of terminate this Lease shall be the Base Termautomatically become null and void, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing whereupon this Lease does so shall remain in reliance upon Tenant’s representations, warranties, acknowledgments full force and agreements contained hereineffect.
Appears in 2 contracts
Samples: Lease Agreement (NextCure, Inc.), Lease Agreement (NextCure, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date Date, with Landlord’s Work in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements Premises Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings meaning set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Zentalis Pharmaceuticals, Inc.), Lease Agreement (Zentalis Pharmaceuticals, LLC)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 180 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord Delays”, “Tenant Improvements” and Delays”, “Tenant Improvement Work Readiness Condition” and “Tenant’s Improvements” shall have the meanings meaning set forth for such terms term in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 5 business days of the lapse of such 120 180 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding anything to the foregoingcontrary contained herein and for the avoidance of any doubt, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak termination rights provided for in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date preceding paragraph shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based terminate on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Cue Health Inc.), Lease Agreement (Cue Health Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)
(i) the first floor of the Premises (the “First Floor Premises”) to Tenant on or before the First Floor Target Delivery Date (as defined below), and (ii) the second floor of the Premises (the “Second Floor Premises”) to Tenant on or before the Second Floor Target Delivery Date (as defined below). Upon Delivery to Tenant of the First Floor Premises (the date on which such Delivery occurs shall be the “First Floor Delivery Date”), Landlord’s Work in the First Floor Premises shall be Substantially Completed and the parking structure serving the Project in the location shown on Exhibit B will be substantially complete and available for Tenant’s use. Upon Delivery to Tenant of the Second Floor Premises (the date on which such Delivery occurs shall be the “Second Floor Delivery Date”), Landlord’s Work in the Second Floor Premises shall be Substantially Completed. As of the date hereof, Landlord’s Work in the First Floor Premises is scheduled to be Substantially Completed on or before January 31, 2017 (the “First Floor Target Delivery Date”) and Landlord’s Work in the Second Floor Premises is scheduled to be Substantially Completed on or before March 17, 2017 (the “Second Floor Target Delivery Date”). If Landlord fails to timely Deliver the First Floor Premises or the Second Floor Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the First Floor Premises within 120 270 days of the First Floor Target Commencement Delivery Date for any reason other than Force Majeure delays, this Lease may be terminated by or Landlord or Tenant by written notice to does not Deliver the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease Second Floor Premises within 10 business 270 days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Second Floor Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Delivery Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, either and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.both cases for
Appears in 2 contracts
Samples: Sublease (Gossamer Bio, Inc.), Sublease (Gossamer Bio, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in Date, with Landlord’s Work TI Substantially Completed so that Tenant can occupy the Tenant Improvement Work Readiness Condition Premises for construction by Tenant of the Tenant Improvements Permitted Use (“Delivery” or “Deliver”)) and with all base building mechanical, electrical and plumbing systems in good operating condition and repair, free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysand Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionTI Substantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). “Force Majeure” shall have the meaning set forth in Section 34. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 5 business days of the lapse of such 120 120-day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in Date, with Landlord’s Work Tl Substantially Completed so that Tenant can occupy the Tenant Improvement Work Readiness Condition Premises for construction by Tenant of the Tenant Improvements Permitted Use (“Delivery” or “Deliver”)) and with (x) all base Building mechanical, electrical and plumbing systems in good operating condition and repair, and (y) free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before December 1, 2018 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Tenant Delays and Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is January 1, 2019 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Tenant Delays and Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date (the “Outside Date”) for any reason other than delays due to Force Majeure delaysand Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.is
Appears in 2 contracts
Samples: Lease Agreement (Rubius Therapeutics, Inc.), Lease Agreement (Rubius Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements substantially completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver substantially complete Landlord’s Work on or before the PremisesTarget Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoingAs used herein, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement DateLandlord’s Work” shall be date that Landlord Delivers mean the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated following work to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of completed by Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect at Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Termcost and expense, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept touch up or re-paint, as Landlord’s reasonable discretion, the Premises walls in their condition as of the Commencement Date; shared lobby and the restroom areas, (ii) Landlord shall have no obligation for any defects repair or replace, at Landlord’s reasonable discretion, the flooring in the Premises; shared lobby and the restroom areas, and (iii) Tenant’s taking possession of install a locking door to the hallway accessing the restroom from the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall but not constitute an Operating Expensea security system), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (BioCardia, Inc.), Lease Agreement (BioCardia, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the PremisesPremises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) (“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is 60 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) (“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 5 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and any Extension Term which Tenant may elect pursuant to Section 39 hereof. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises for a period of 30 days prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures, tele/data cabling and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Ultragenyx Pharmaceutical Inc.), Lease Agreement (Dimension Therapeutics, Inc.)
Delivery; Acceptance of Premises; Commencement Date. So long as Tenant has delivered evidence of the insurance required hereby and by the Work Letter, Landlord shall use reasonable efforts to deliver make the Premises available to Tenant for the construction of the Tenant’s Work (defined below) on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 30 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms term “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionTenant’s Work” shall have the meanings meaning set forth for such terms term in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 30 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Adaptive Insights Inc), Lease Agreement (Adaptive Insights Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises (“Delivery” or “Deliver”) to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, to the extent actually delivered to Landlord by Tenant, or any balance balance, thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any Base Rent prepaid by Tenant shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their “as-is” condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the foregoingcontrary contained in this Lease, for Tenant and Landlord acknowledge and agree that the period effectiveness of 365 consecutive days after this Lease shall be subject to the Commencement Datefollowing condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into a lease termination agreement (“Termination Agreement”) on or before March 15, 2017, with the existing tenant of the Premises which Termination Agreement shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Condition Precedent is not satisfied, Landlord shall, at its sole cost and expense (which Tenant shall not constitute an Operating Expense), be responsible for any repairs that are required each have the right to terminate this Lease upon delivery of written notice to the other party. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be made to Building Systems (satisfied; provided, however if this Lease terminates as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part a result of the failure of the Condition Precedent to be satisfied, Landlord shall return to Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the PremisesBase Rent prepaid by Tenant. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 2 contracts
Samples: Lease Agreement (Vir Biotechnology, Inc.), Lease Agreement (Vir Biotechnology, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant and Tenant’s delivery of evidence of the Tenant Improvements insurance required hereby (“Delivery” or “Deliver”). Tenant shall have 60 days after Landlord’s Delivery of the Premises to Tenant reasonably to identify any material defects related to the major Building Systems (as defined in Section 13) serving the Premises, and Landlord will promptly repair such identified defects. On or before Landlord’s Delivery of the Premises to Tenant, Landlord shall perform all necessary work to cause the Building and Common Areas and all points of ingress/egress to be in compliance with all applicable Legal Requirements, including ADA (as such phrases are defined in Section 7). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant ImprovementsForce Majeure Delays” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms means delays arising by reason of any Force Majeure (as defined in the work letter at here to as Exhibit C (the “Work Letter”Section 34). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business 30 days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that if Landlord Delivers the Rent Commencement Date shall be delayed 1 Premises within such 30 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect period and before Tenant elects to the extent that void this Lease, such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached right to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; waived and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so shall remain in reliance upon Tenant’s representations, warranties, acknowledgments full force and agreements contained hereineffect.
Appears in 1 contract
Samples: Lease Agreement (Bioveris Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts shall, subject to deliver Force Majeure delays, make the Premises available to Tenant on or before for Tenant’s Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements Letter (“Delivery” or “Deliver”) upon the full execution and delivery of this Lease (collectively, the “Delivery Conditions”). Upon Delivery of the Premises to Tenant, the Premises shall be in water tight condition, except for any leaks in connection with Landlord’s Work relating to the installation of the new roof as reflected on Exhibit H. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date mutual execution and delivery of this Lease by the parties for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms term “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionTenant’s Work” shall have the meanings meaning set forth for such terms term in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date Date, with Landlord’s Work Substantially Completed and in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements broom clean condition (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays (provided that such date may not be extended more than 60 additional days as a result of Force Majeure delays) and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any prepaid Base Rent actually delivered by Tenant shall be returned to Tenant shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not deliver the Premises to Tenant on or before the date that is 30 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and Tenant Delays)(“Abatement Date”), the Base Rent payable by Tenant as of the Commencement Date shall be abated 1 day for each day after the Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure), and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 15 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord shall permit Tenant access to the Premises commencing on the date that is 30 days prior to the Commencement Date for Tenant’s installation and set up of its tele/data cabling, workstations and furniture, fixtures and equipment in the Premises (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Notwithstanding the foregoing, Tenant shall have no right to enter onto any portion of the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance required to be maintained by Tenant under Section 17 of this Lease is in full force and effect. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses (including Utilities). Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Initial Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). Subject to Landlord’s right to enter the Initial Premises to complete the Landlord’s Work (as defined below), Tenant may commence Tenant’s Work with respect to Initial Premises upon Landlord’s Delivery of the Initial Premises. If Landlord fails to timely Deliver the Initial Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Initial Premises within 120 10 business days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice given to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms term “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionTenant’s Work” shall have the meanings meaning set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). ” attached to this Lease as Exhibit C. If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 10 business day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant with the improvements described on or before the Target Commencement Date in space plans and scope of work set forth on Exhibit C attached hereto (the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements “Improvements”) substantially completed (“Delivery” or “Deliver”)) on or before the Target Commencement Date. Landlord shall cause the Improvements to be completed in a good and workmanlike manner substantially in accordance with the space plans and scope of work attached hereto as Exhibit C. The space plans and scope of work attached hereto as Exhibit C have been mutually agreed upon by Landlord and Xxxxxx and Tenant shall have no right to request any changes thereto. If Landlord fails to timely Deliver the PremisesPremises by the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant within 60 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and Supply Chain Delays, the “Abatement Date”), Base Rent payable with respect to the Premises shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays(as defined in Section 34) delays and Supply Chain Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness ConditionTenant. The “Rent Commencement Date” shall be the date that is 180 120 days after the Commencement Date (which is anticipated to Date. For greater certainty, no Base Rent shall be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that payable until the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDate. Upon request of Landlord, Tenant Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Landlord and Tenant acknowledge and agree that (i) as of the date of this Lease there exist significant global supply chain delays and shortages of construction materials, supplies and equipment (collectively, “Supply Chain Delays”), (ii) the availability of fixtures, equipment and/or materials required for the performance and/or substantial completion of the Improvements (collectively, “Required Net Multi-Tenant Office/Laboratory 0000 Xxx Xxxx – Xxxxx 000/enGene - Page 3 Materials”), may be subject to longer lead times than normally anticipated due to such Supply Chain Delays, (iii) the unavailability or delayed delivery of Required Materials may result in disruption to progress of the construction of the Improvements in the ordinary course, and (iv) the Target Commencement Date, the Commencement Date and the Rent Commencement Date shall be delayed for a period equal to the delay in the substantial completion of the Improvements resulting directly or indirectly from the unavailability or delayed delivery of Required Materials. Landlord shall use commercially reasonable and diligent efforts to obtain the Required Materials. Landlord shall use commercially reasonable efforts to mitigate the impacts of such Supply Chain Delays; provided, however, that Landlord shall not be required to incur any additional cost or expense in connection with such mitigation. Except as otherwise expressly set forth in this Lease, including subject to the Work Letterfollowing paragraph,: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good condition at the time possession was takenPremises. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, within 5 days following the Commencement Date, Tenant shall reach out to Landlord to coordinate a date mutually agreed upon by the parties when Landlord and Tenant shall conduct a walk-through and inspection of the Premises for the purpose of generating a “Punch List” reasonably acceptable to Landlord and Tenant, which Punch List shall identify in reasonable detail the items required to be completed by Landlord (“Punch List Items”). Landlord shall be responsible for completing, or causing to be completed, all Punch List Items reflected on the Punch List, at Xxxxxxxx’s sole cost and expense. As set forth in Section 5(a) below and in the Work Letter, Tenant shall not be responsible for the cost of repairing hidden or latent defects in the Building or construction defects. For the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to receive the benefit of any all construction warranties issued and manufacturer’s equipment warranties relating to equipment installed in the Premises. At Landlord’s option, Landlord in connection with shall either (a) be responsible for enforcing such warranties, or (b) assign the Core & Shell for the terms of right to enforce such warranties to the extent affecting the PremisesTenant. Tenant agrees and acknowledges that that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or modify the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied or legal warranty that the Premises or the Project are suitable for the Permitted UseUse as of the date hereof or at any other moment during the Term. Without limiting the generality of the foregoing, Tenant hereby expressly waives the benefit of any warranty which Landlord may be bound by under Article 1858 of the Civil Code of Québec. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Laxxxxxx’x Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays(as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delaysdelays and Tenant Delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter)Landlord’s Work, the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of Landlord’s Work. Landlord and Tenant further acknowledge and agree that (i) as of the Core & Shelldate of this Lease, the City of San Diego (the “City”) is routinely taking longer to issue the permits and approvals (collectively, “Permits”) required for the design and construction of Landlord’s Work than the timeframes contemplated by Landlord in the development of the schedule for the completion of Landlord’s Work (the “Standard Issuance Period”), and (ii) to the extent the issuance of any Permits required for the design and/or construction of Landlord’s Work is delayed beyond the Standard Issuance Period (except for delays due to Landlord’s failure to timely provide the City with information requested from Landlord by the City (except to the extent that such delays arise due to Tenant’s failure to provide Landlord information requested from Tenant by Landlord)), then the Target Commencement Date shall be delayed 1 day for each day following the expiration of the Standard Issuance Period that the City fails to issue any such Permits (through and including the date that such Permits are issued by the City). 3115 XxxxxxxxxxNet Multi-Tenant Laboratory 5505 Morehouse – Suite 300/Erasca RayzeBio - Page 3 The “Commencement Date” shall be the earlier of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; or (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day Premises but for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDelays. Upon request of Landlord, Tenant shall Texxxx xhall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s Texxxx’x failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and, if exercised by Tenant, the Extension Term which Tenant may elect pursuant to Section 40 hereof. Landlord and Texxxx xcknowledge and agree that in order to accommodate Texxxx’x requested schedule for the Delivery of the Premises to Tenant, Landlord has undertaken the performance of Landlord’s Work pursuant to an accelerated construction schedule. If possible taking into account Laxxxxxx’x accelerated construction schedule, Landlord shall permit Tenant access to the Premises for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”) as of the earliest date that Landlord reasonably determines that Tenant’s FF&E Installation may be performed without resulting in a delay in Landlord’s completion of Landlord’s Work. Any period of early access to the Premises provided for FF&E Installation shall be coordinated with Landlord, and, during such period, Tenant shall comply with this Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours unless otherwise agreed to by Landlord and Tenant. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent or Operating Expenses. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts Texxxx xccepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the costcost of such repairs. In addition, Tenant shall be entitled to have the benefit of any warranties issued to Landlord in connection with Landlord’s Work in the Core & Shell for Premises, including the terms of such warranties to the extent affecting Building Systems serving the Premises. Tenant agrees Texxxx xgrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s Texxxx’x representations, warranties, acknowledgments and agreements contained herein. Landlord acknowledges that Tenant may utilize the address of the Premises prior to the Commencement Date for the purposes of applying for permits and taking other actions reasonably acceptable to Landlord to prepare for Tenant’s use of the Premises in accordance with the terms of this Lease.
Appears in 1 contract
Samples: Lease Agreement (RayzeBio, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Tenant is as of the date hereof occupying approximately 23,000 square feet of the Premises (the "AVIGEN SPACE") and the balance (the "LUCENT SPACE") is leased by Lucent Technologies, Inc. ("LUCENT") from Landlord pursuant to a Lease dated as of June 1, 1998, by and between Landlord and Ascend Communications, Inc., Lucent's predecessor (the "LUCENT LEASE"). The Lucent Space is subleased to Tenant pursuant to a Sublease dated as of February 1, 2000, by and between Lucent and Tenant (the "SUBLEASE"). Landlord shall use reasonable efforts to deliver the Premises Lucent Space to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” "DELIVERY" or “Deliver”"DELIVER"). If Landlord fails to timely Deliver the PremisesLucent Space, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)voidable; provided, however, that Tenant shall not be obligated to pay Rent with respect to the Rent Lucent Space until Landlord Delivers such space to Tenant. The "COMMENCEMENT DATE" of this Lease shall be the earlier of (i) the Lucent Space Commencement Date (as defined below) and (ii) May 15, 2003. If the Lucent Lease terminates before June 30, 2003, for any reason other than a default by Tenant under the Sublease, then this Lease shall commence with respect to the Lucent Space as of the date of termination of the Lucent Lease and such date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements"LUCENT COMMENCEMENT DATE" hereunder. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Datecommencement of the Term hereof with respect to each of the Avigen Space and the Lucent Space, the Rent Commencement Date as applicable, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit EXHIBIT D; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “Term” "TERM" of this Lease shall be the Base Term, as defined above on the first page of this LeaseTerm and any Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as Notwithstanding anything set forth in herein to the Work Letter: contrary, if Landlord terminates the existing Lease by and between Landlord and Tenant with respect to the Avigen Space (ithe "EXISTING LEASE") as a result of any breach or default by Tenant thereunder, or if Lucent terminates the Sublease as a result of any breach or default by Tenant as sublessee thereunder, then Landlord shall have the right to terminate this Lease by written notice to Tenant at any time following the termination of the Existing Lease or the Sublease. Tenant shall accept the Premises Avigen Space and the Lucent Space in their condition as of the Commencement Date; (ii) date of delivery of each such space to Tenant, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord shall have no obligation for any defects in the Premises; and (iii) . Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy by Tenant of the Premises by Tenant Lucent Space hereunder before the Commencement Date May 15, 2003, shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Avigen Inc \De)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Area A Premises to Tenant on or before the Target Area A Commencement Date in Date, the Area B Premises to Tenant Improvement Work Readiness Condition for construction by on or before the Area B Commencement Date, and the Area C Premises to Tenant on or before the Area C Commencement Date. Landlord's delivery of the Tenant Improvements (“Delivery” Area A Premises, the Area B Premises or “Deliver”)the Area C Premises shall be referred to herein as "DELIVERY" or "DELIVER". If Landlord fails to timely Deliver any of the Area A Premises, the Area B Premises or the Area C Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver , but the Premises within 120 days payment of rent shall xxxxx until the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers shall actually Deliver any portion of the Premises to Tenant in Tenant Improvement Work Readiness ConditionPremises. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect Notwithstanding anything to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlordcontrary herein, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the each portion of the Premises in their condition as of the Area A Commencement Date, the Area B Commencement Date, and the Area C Commencement Date respectively, subject to all applicable laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that that the Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of Area A prior to the Premises Area A Commencement Date, or Area C prior to the Area C Commencement Date by Tenant before the any Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating ExpensesRent. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to use all of the benefit common areas of the Premises after the Area B Commencement Date. Tenant shall have access to the Premises prior to any warranties issued to Landlord in connection with the Core & Shell Commencement Date for the terms purposes of such warranties to installing Tenant's equipment and preparing for occupancy as set forth in the extent affecting the Premises. Work Letter attached as Exhibit B. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the ProjectPremises, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein. Upon the expiration or earlier termination of this Lease, upon the election of Landlord, Tenant shall return the Area B Premises to Landlord in substantially the condition shown on EXHIBIT G, "Condition of Area B Upon Termination". Any alterations or improvements made by Tenant during the Term which are not shown on EXHIBIT G will be removed by Tenant at Tenant's sole cost prior to the Termination Date at Landlord's election.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall construct the Building in general conformance with the Construction Drawings dated August 5, 2005, prepared by Dxxxxx Gxxxxx Associates. Landlord shall have the right to modify such Construction Drawings in Landlord’s sole discretion; provided, however, that such modifications do not preclude or significantly restrict Tenant’s use of the Premises for the Permitted Use and further provided that Landlord shall notify Tenant of any material modifications to the Construction Drawings materially impacting Tenant’s use of the Premises for the Permitted Use. The Building shell shall include the items described on Exhibit H attached hereto. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days 6 months of the Target Commencement Date for any reason other than Force Majeure delaysDelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and and, if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” "Force Majeure Delays,” "Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)9 month period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter in Tenant Improvement Work Readiness Condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 90 days after the Target Commencement Date (as such date may be extended for Force Majeure delays, the “Abatement Date”), then, commencing immediately following the Abatement Period (as defined below), Base Rent shall be abated 1 day for each day from and including the Abatement Date (as such date may be amended for Force Majeure) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 150 days of the Target Commencement Date for any reason other than no more than six (6) months of Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 150 day period (as may be extended by for Force Majeure delaysas provided for above), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in for Tenant’s construction of the Tenant Improvement Improvements pursuant to the Work Readiness ConditionLetter. The “Rent Commencement Date” shall be the earlier to occur of (i) the date that is 180 days 9 months after the Commencement Date Date, or (which is anticipated to be February 1, 2022, based on ii) the Target Commencement Date of August 1, 2021date that the Tenant Improvements are Substantially Completed (as defined in the Work Letter); provided, however, if the Rent Commencement Date occurs prior to the date that Landlord’s Work is substantially completed, then the Rent Commencement Date shall be delayed 1 day for each day after until the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvementsdate Landlord substantially completes Landlord’s Work. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” Net Multi-Tenant Laboratory 825 Industrial/Allakos - Page 3 attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Term which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date or the Rent Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Allakos Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Except as otherwise set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before the date that is 60 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays)(“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Force Majeure Delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is 120 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays)(“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Force Majeure Delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 180 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), any Base Rent actually paid to Landlord, and any amounts actually paid by Tenant to Landlord in connection with construction of the Tenant Improvements shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 ten (10) business days of the lapse of such 120 180 day period (as period(as such date may be extended by for Force Majeure delays)Delays and Tenant Delays) , such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Net Multi-Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 XxxxxxxxxxLaboratory 215 First/Erasca Sarepta - Page 3 The “Commencement Date” shall be the earlier of: (i) the date that Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could have Delivered the Premises but for Tenant in Tenant Improvement Work Readiness ConditionDelays. The “Rent Commencement Date” Upon Delivery to Tenant, the Premises shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1broom clean, 2022free of all debris, based on the Target Commencement Date and free of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvementsany tenants or occupants other than Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Terms which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant for the conduct of its business operations before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before for Tenant's Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant Letter within 2 days of full execution of this Lease and Tenant's delivery of evidence of the Tenant Improvements insurance required hereby and by the Work Letter (“"Delivery” " or “"Deliver”"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eithervoided: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” term "Force Majeure Delays" shall have the meanings meaning set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if Nothing herein shall in any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares way limit Landlord's right to terminate this Lease pursuant to Sections 18 or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target 19 hereof. The "Commencement Date Date" shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “"Term” " of this Lease shall be the Base Term, as defined above on the first page of this LeaseTerm and any Extension Terms which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work LetterLetter and Section 7 regarding Landlord's obligations with respect to the compliance of the Premises with Legal Requirements as of the Commencement Date, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Equinix Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in Date, with Landlord’s Work Tl Substantially Completed so that Tenant can occupy the Tenant Improvement Work Readiness Condition Premises for construction by Tenant of the Tenant Improvements Permitted Use (“Delivery” or “Deliver”)) and with (x) all base Building mechanical, electrical and plumbing systems in good operating condition and repair, and (y) free and clear of all tenants and occupants. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before December 1, 2018 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Tenant Delays and Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is January 1, 2019 (as such date may be extended for Tenant Delays and Force Majeure delays) (“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Tenant Delays and Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date (the “Outside Date”) for any reason other than delays due to Force Majeure delaysand Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, ***Confidential Treatment Requested*** ***Text Omitted and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection Filed Separately with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees Securities and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.Exchange Commission Confidential Treatment Requested Under
Appears in 1 contract
Samples: Lease Agreement
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use commercially reasonable efforts to deliver the Premises and the ninth floor portion of the Shared Work Area to Tenant in accordance with the terms of this Lease on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“"Delivery” " or “"Deliver”"). If Landlord fails to timely Deliver the PremisesPremises and the ninth floor portion of the Shared Work Area, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable or subject to termination except as provided herein. If Landlord does not Deliver the Premises and the ninth floor portion of the Shared Work Area within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” term "Force Majeure" shall have the meanings meaning set forth for such terms term in the work letter at here to as Exhibit C (the “Work Letter”)Section 35. If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if expressly waives any Governmental Authority having jurisdiction right to rescind this Lease under Section 223-a of the ProjectNew York Real Property Law or under any present or future statute of similar import then in force and further expressly waives the right to recover any damages, as a direct or indirect, which may result from Landlord’s failure to deliver possession of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), Premises by the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues or to preclude such construction grant access to certain portions of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises prior to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights permitted hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent the provisions of Landlord has made any representation or warranty with respect this Section 2 are intended to constitute “an express provision to the condition contrary” within the meaning of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.said Section 223-a.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 180 days of the Target Commencement Date (as extended for any reason other than Force Majeure delaysdelays and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and all prepaid Base Rent, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 180 day period (as may be extended by for Force Majeure delaysdelays and Tenant Delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, If Landlord and Tenant agree that if fails to Deliver any Governmental Authority having jurisdiction portion of the Project, as a result Premises (other the pilot plant portion of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, Premises) to the extent such Government Mandate precludes construction Tenant within 45 days of the Core & Shell (as defined in the Work Letter), the Target Commencement Date (as such date may be extended for Force Majeure and Tenant Delays, the “Outside Date”), Tenant shall be delayed entitled, starting on the Commencement Date, to occupy the Premises, without the obligation to pay Base Rent, 1 day days for each day following the Outside Date until the Premises are Delivered to Tenant (“Free Base Rent Period”); provided, however, that if Landlord fails to Deliver the entire Premises by September 1, 2012 (as such a Government Mandate remains in effect date may be extended for Force Majeure and continues to preclude such construction Tenant Delays, the “Further Outside Date”), Tenant shall be entitled, starting on the expiration of the Core & ShellFree Base Rent Period, to occupy the Premises, without the obligation to pay Base Rent, 2 days for each day following the Further Outside Date until the Premises are Delivered to Tenant. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earlier of (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be or (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)Premises but for Tenant Delays; provided, however, that the Rent Commencement Date in no event shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect occur prior to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsApril 1, 2012. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and any Extension Terms which Tenant may elect pursuant to Section 40 hereof. Except as expressly set forth in this Lease (and the Work Letter: ): (i) Tenant shall accept the Premises in their condition as of the Commencement DateDate with Landlord’s Work Substantially Complete as provided for in the Work Letter; (ii) Landlord shall have no obligation liability for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding Prior to the foregoingCommencement Date, for Landlord shall cause a qualified third party consultant reasonably acceptable to Tenant (the “Mechanical Consultant”) to (i) perform operational testing and evaluation of the condition of all major mechanical equipment servicing the Building (including, without limitation, the back-up emergency generator), and (ii) prepare a written report of the results of such observation and testing (the “Mechanical Assessment”). If the Mechanical Consultant recommends replacement of any of the chiller, cooling tower, emergency back-up generator and/or heating hot water boiler (or if replacement of such equipment is otherwise deemed to be required as hereinafter provided), Landlord shall replace such items at Landlord’s sole cost (and not as an Operating Expense) on or before the Commencement Date as part of the conditions of Delivery. For the period of 365 consecutive days 12 months after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs the replacement of the chillers, cooling tower, generator and heating hot water boilers serving the Premises if such equipment fails and Landlord and Tenant mutually agree that are required to be made to Building Systems such equipment requires replacement, unless such replacement was caused by the negligence or willful misconduct of Tenant or a Tenant Party (as defined in Section 13below), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the costcost to replace such item. In additionthe event Landlord and Tenant disagree as to whether replacement is required, Tenant shall Landlord will cause the Mechanical Consultant to inspect the relevant equipment and issue his or her recommendation as to whether such equipment is in need of replacement. For purposes of this paragraph, equipment will be entitled deemed to the benefit of any warranties issued require replacement when such equipment if repaired rather than replaced, would suffer a material decrease in performance or would require consistent repairs to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premisesmaintain functionality. Tenant agrees and acknowledges that that, except as expressly set forth in this Lease and the Work Letter, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease along with all of the exhibits attached hereto constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Verenium Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Phase I Premises to Tenant on or before the Phase I Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) and to Deliver the Phase II Premises to Tenant on or before the Phase II Target Commencement Date, in each case broom clean with all personal property and furnishings/furniture removed and with all existing construction improvements remaining in place. If Landlord fails to timely Deliver the Premises or the Phase I Premises or the Phase II Premises, except as provided herein, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, therefrom and this Lease shall not be void or voidable except voidable. Landlord and Tenant acknowledges that the Phase I Premises and Phase II Premises are currently occupied by another tenant, Le Cordon Bleu (“LCB”), and, as provided hereindescribed below, Landlord intends to enter into an Amendment to Lease (the “LCB Amendment”) providing for LCB to vacate and yield up the Phase I Premises by the Target Commencement Date for Phase I and to vacate and yield up the Phase II Premises by the Target Commencement Date for Phase II. The LCB Amendment provides that for each seven-day period commencing July 13, 2015 that LCB fails to so vacate and yield up the Phase I Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase I Premises for a one month period (“Delay Payment”). (For example, if LCB vacates and yields up on July 19, 2015, LCB will be obligated to pay an amount equal to its Base Rent for a one month period. In addition, the LCB Amendment provides that for each seven-day period commencing January 15, 2016 that LCB fails to so vacate and yield up the Phase II Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase II Premises for a one month period (also “Delay Payment”). If and to the extent LCB is responsible for and actually makes Delay Payments, Landlord shall make such Delay Payments available to Tenant as a credit against Base Rent next coming due hereunder. Landlord agrees to use commercially reasonable efforts, excluding eviction of LCB from other space, to recover Delay Payments. If Landlord does not Deliver the Phase I Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysto Tenant by September 1, 2015, Tenant may elect to terminate this Lease may be terminated by Landlord or Tenant by written notice to Landlord within ten (10) business days after September 1, 2015. If Tenant does not void this Lease within such time period, this Lease shall continue in force and effect. If Landlord does not Deliver the otherPhase II Premises to Tenant on or before January 31, and if so terminated 2016, Tenant may elect to delete the Phase II Premises from the Premises by either: written notice to Landlord within ten (a10) business days after January 31, 2016. If Tenant makes such election, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Phase II Premises shall be returned to Tenantdeleted from the Premises, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except Lease with respect to provisions which expressly survive termination of this Lease. As used hereinthe Phase II Premises, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain continue in full force and effect with respect to the Phase I Premises. If Tenant does not make such election within such time period, this Lease shall continue in force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Phase I Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into the LCB Amendment on or before June 30, 2015, with LCB which LCB Amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion, including without limitation a requirement that the existing tenant construct the demising wall between the Phase II Space and space to be retained by LCB as shown on the Plan attached hereto as Exhibit A prior to the Delivery of the Phase II Premises. In the event that the Condition Precedent is not satisfied, either party shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied. Except as otherwise set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be , subject to all of the terms and conditions of this Lease, excluding . Tenant agrees to construct such demising walls as are required and shown on the obligation Plan attached on Exhibit A-1 to pay Base Rent and Operating Expenses. Notwithstanding demise the foregoing, for Phase I Space from the period of 365 consecutive Phase II Space within 30 days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part Delivery of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Phase I Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Samples: Lease Agreement (Bluebird Bio, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises for any reason other than Force Majeure Delays and Tenant Delays, Tenant shall have the following rights and remedies: (a) for every day of delay by Landlord after the Target Commencement Date for the first 30 days after the Target Commencement Date, Tenant shall be entitled to a rent credit, for each such day, equal to 1/30th of the monthly Base Rent payable for the Premises following the Commencement Date, which rent credit may be credited immediately by Tenant against Rent due for the Initial Premises as well as the Premises (if and when delivered), provided, however Tenant shall not be required to pay any Rent for the Premises until Delivered; and (b) if Landlord fails to Deliver the Premises within 30 days of the Target Commencement Date (other than as a result of Force Majeure Delays and Tenant Delays), Tenant shall have the right to make one of the following elections upon written notice to Landlord: (i) to terminate this Lease (and Tenant shall specify the termination date for the Initial Premises in such notice, which shall be no later than April 30, 2005); or (ii) to elect to continue to receive the rent credit specified above until the Premises are Delivered or until Tenant elects to terminate this Lease for the Premises, . Tenant agrees that the rent credit described in this paragraph is Tenant’s sole damage remedy (together with its termination rights) for delay in the Delivery of the Premises and Landlord shall not be liable to Tenant for any loss or damage resulting therefromfrom Landlord’s failure to deliver the Premises to Tenant. Notwithstanding anything to the contrary contained in this Lease, under no circumstances shall the term of this Lease with respect to the Initial Premises extend beyond April 30, 2005, and this Lease Tenant shall not be void or voidable except as provided hereinhave no right to occupy the Initial Premises after April 30, 2005. If Tenant elects to terminate the Lease, Tenant shall provide Landlord does not Deliver with written notice of Tenant’s election no later than 30 days after the Premises within 120 date that is 30 days of after the Target Commencement Date (as the same is extended for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Delays and Tenant by written notice to the otherDelays), and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, Tenant and (b) neither Landlord nor Tenant shall shaft have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” “Force Majeure Delays,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall shaft have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects fails to void elect to terminate this Lease within 10 business days of the lapse of such 120 day time period (as may be extended by Force Majeure delays)provided for in this paragraph, such Tenant’s right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date date Tenant conducts any material amount of August 1, 2021); provided, however, that business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsPremises or any part thereof. Upon request of Landlordeither party hereto, Tenant the other party hereto shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenantsuch party’s failure to execute and deliver such acknowledgment shall not affect Landlordthe other party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and any Extension Terms which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work Letter: Letter (including, but not limited to the requirement that Landlord Substantially Completes Landlord’s Work): (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease)) and any unutilized amount deposited by Tenant with Landlord pursuant to the Work Letter attached hereto as Exhibit C, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contain herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 60 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays), then Base Rent shall be abated 1 day for each day thereafter until Landlord Delivers the Premises to Tenant with Landlord’s Work Substantially Completed. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant ImprovementsLandlord’s Work,”“Tenant Delays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by for Force Majeure delaysdelays and Tenant Delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement with Landlord’s Work Readiness Condition. The “Rent Commencement Date” shall be Substantially Completed; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises with Landlord’s Work Substantially Completed but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021)date Tenant conducts any business in the Premises or any part thereof; provided, however, that the Rent Commencement Date in no event shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect occur prior to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsNovember 15, 2016. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and any Extension Term which Tenant may elect pursuant to Section 39 hereof. For the period of 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13) serving the Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises for a period of 30 days prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures, tele/data cabling and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be reasonably coordinated with Landlord. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Except as otherwise expressly set forth in this Lease or in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), and any prepaid Base Rent shall be returned to TenantTenant within 30 days thereafter, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Subject to the second to last sentence of this paragraph, Landlord shall use commercially reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant within 60 days after the Target Commencement Date (as such date may be extended by Force Majeure delays and/or Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 180 days of the Target Commencement Date for any reason other than Force Majeure delaysand/or Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security DepositTxxxxx, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). Notwithstanding the foregoing or anything to the contrary contained in this Lease or the Work Letter, Landlord and Tenant agree that (a) “Landlord’s Work” with respect to the Suite 105 Premises shall mean the construction of the Base Building Work only and shall not include the construction by Landlord of any Tenant Improvements in the Suite 105 Premises, (b) the Suite 105 Premises will be delivered to Tenant is shell condition, and (c) the Substantial Completion of Landlord’s Work in the Suite 105 Premises shall not require the issuance of a certificate of occupancy or temporary certificate of occupancy (or an equivalent approval having been issued) for the Suite 105 Premises. If neither Landlord nor Tenant elects Txxxxx does not elect to void this Lease within 10 5 business days of the lapse of such 120 180 day DocuSign Envelope ID: 5D3CE323-414A-498D-A95E-B45802F2F177 period (as may be extended by Force Majeure delays)set forth in this paragraph, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Subject to the provisions of the Work Letter, immediately after the pouring of the concrete floor for the second deck of the Building (the “Pour Date”), Landlord shall permit Tenant and Tenant’s agents to enter the Premises for the purpose of performing Tenant’s Work. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord the Pour Date does not Deliver the Premises within 120 days occur by August 20, 2001, as such date may be extended by reason of the Target Commencement Date for any reason other than Force Majeure delaysDelays or Tenant Delays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to Landlord delivered within 5 business days after the otherPour Date (as extended) and, and if so terminated voided by eitherTenant: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to TenantTenant (if the same has been paid to Landlord), and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 such 5 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding As used herein, the foregoing, Landlord terms “Landlord’s Work,” “Tenants’ Work,” “Force Majeure Delays,” “Tenant Delays” and Tenant agree that if any Governmental Authority having jurisdiction of “Substantially Completed” shall have the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any meanings set forth for such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined terms in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter with Landlord’s Work in Building Shell Substantially Complete condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 150 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements,” “Landlord’s Work” and “Tenant Improvement Work Readiness ConditionBuilding Shell Substantially Complete” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 150 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness ConditionBuilding Shell Substantially Complete condition; provided, however, in no event may the Commencement Date occur prior to the Target Commencement Date. The “Rent Commencement Date” shall be the date that is 180 days 9 months after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)Date; provided, however, that if Landlord has not obtained a certificate of occupancy (or temporary certificate of occupancy, or its equivalent) with respect to the Building Shell prior to the expiration of such 9 month period, then the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect until Landlord obtains such certificate of occupancy (or temporary certificate of occupancy, or its equivalent) with respect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsBuilding Shell. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Term which Tenant may elect pursuant to Section 40 hereof. Net Multi-Tenant Laboratory 000 Xxxx Xxxxxx/Alpine Immune Sciences - Page 3 Except as set forth in the Work LetterLetter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 30 consecutive days after the Rent Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use commercially reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding the foregoing, so long as Tenant has not otherwise terminated the Lease pursuant to this paragraph, Base Rent shall be abated 1 day for each day after December 17, 2012 (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 30 days of the Target Commencement Date for any reason other than Force Majeure delays(as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 30 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Premises but for Tenant Delays; and (which is anticipated iii) the date Tenant begins to be February 1, 2022, based on conduct its business and operations in the Target Commencement Date of August 1, 2021Premises or any part thereof (but excluding Tenant’s FF&E installation (as defined below); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements). Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above in the Basic Lease Provisions and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord shall permit Tenant access to the Premises commencing on the first page date that is 30 days prior to the Commencement Date for Tenant’s installation and setup of this Lease. Except as set forth its tele/data cabling, workstations and FF&E in the Work Letter: Premises (i) “FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall accept be during normal business hours. Notwithstanding the Premises in their condition as of the Commencement Date; (ii) Landlord foregoing, Tenant shall have no obligation for right to enter onto any defects in the Premises; and (iii) Tenant’s taking possession portion of the Premises or the Project unless and until Tenant shall be conclusive deliver to Landlord evidence that Tenant accepts the Premises and reasonably satisfactory to Landlord demonstrating that the Premises were insurance required to be carried by Tenant pursuant to Section 17 is in good condition at the time possession was takenfull force and effect. Any occupancy of access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 consecutive days 1 year after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In additionExcept as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof) and Landlord’s obligation to promptly complete all normal “punch list” items in accordance with the Work Letter; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) subject to the terms of the immediately preceding paragraph and Landlord’s obligation to promptly complete all normal “punch list” items in accordance with the Work Letter, Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled to receive the benefit of any all construction warranties issued to and manufacturer’s equipment warranties of which Landlord in connection with has the Core & Shell for the terms of such warranties benefit relating to the extent affecting the PremisesTenant Improvements. Tenant agrees and acknowledges that that, other than as expressly set forth in this Lease or in the Work Letter neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease (including all attachments hereto) constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Samples: Lease Agreement (Epizyme, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, . Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays and Tenant Delays, provided that delays caused by Force Majeure shall not extend the Target Completion Date for more than an additional 90 days, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Force Majeure Delays,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as such date may be extended for delays caused by Tenant Delays and Force Majeure delaysas provided for above), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Initial Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). Subject to Landlord’s right to enter the Initial Premises to complete the Landlord’s Work (as defined below), Tenant may commence Tenant’s Work with respect to Initial Premises upon Landlord’s Delivery of the Initial Premises. If Landlord fails to timely Deliver the Initial Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Initial Premises within 120 10 business days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice given to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms term “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionTenant’s Work” shall have the meanings meaning set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). ” attached to this Lease as Exhibit C. If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 10 business day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Initial Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and any Extension Term which Tenant may elect pursuant to Section 39 hereof. Except Landlord and Tenant acknowledge and agree that the Additional Premises are currently subject to a lease agreement between Landlord and another tenant (“Existing Tenant”). Landlord shall deliver the Additional Premises to Tenant promptly after the expiration of the term of such other lease and the surrender of the Additional Premises by the Existing Tenant. The parties project the date for delivery of the Additional Premises to be December 31, 2006 (the “Additional Premises Delivery Date”). Until Landlord delivers the Additional Premises to Tenant, the provisions of this Lease shall only apply to the Initial Premises. Thereafter, the provisions of this Lease shall apply to both the Initial Premises and the Additional Premises. Upon the request of Landlord, Tenant shall execute a written acknowledgment of the date of the delivery of the Additional Premises to Tenant provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. If Landlord fails to deliver the Additional Premises to Tenant with Landlord’s Work substantially completed on or before the Additional Premises Delivery Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as set forth in provided herein. If Landlord does not Deliver the Additional Premises to Tenant with Landlord’s Work Lettersubstantially completed on or before February 1, 2007, or, if there are Force Majeure delays, on or before April 2, 2007, this Lease may be terminated by Tenant by written notice given to Landlord, and if so terminated by Tenant: (ia) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall accept have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If Tenant does not elect to void this Lease within 7 days after Tenant has the Premises in their condition as right to do so pursuant to the second sentence of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) this paragraph, Tenant’s taking possession of the right to void this Lease shall be waived and this Lease shall remain in full force and effect The Premises shall be conclusive evidence that contain the previously used furniture described on Exhibit H (collectively, “Landlord’s Property”) for Tenant’s use at no additional cost. Tenant accepts shall not remove any of Landlord’s Property from the Premises and that shall return the Premises were in good condition same to Landlord at the time possession was taken. Any occupancy expiration or earlier termination of the Premises by Tenant before Term in the Commencement Date shall be subject to all of the terms same condition as received except for normal wear and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereintear.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the PremisesPremises prior to such time, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, then Tenant shall receive a credit of one (1) day’s free Base Rent for each day of after such 90th day until Landlord Delivers the Premises. If Landlord does not Deliver the Premises within 180 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, then this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 180-day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, anything to the extent such Government Mandate precludes construction contrary contained herein and for the avoidance of the Core & Shell (as defined in the Work Letter)any doubt, the Target termination rights provided for in this paragraph shall terminate on the Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & ShellDate. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” the Premises or any part thereof (it being understood that the mere preparation of the Premises for its occupancy, moving into the Premises and the installation of furniture and equipment in the Premises shall not be deemed to be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date conduct of August 1, 2021business by Tenant); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunderhereunder (except those rights of Tenant affected by virtue of Tenant being in default). The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and (if and when exercised) the Extension Term that Tenant may elect pursuant to Section 40 hereof. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises at such time as set forth in Section 6 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose in writing. All such access shall be during normal business hours unless Landlord otherwise agrees in writing (such agreement not to be unreasonably withheld, conditioned or delayed). Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent, Operating Expenses or any charges under Section 11 hereof for Utilities or Janitorial Service. Except as set forth in the next paragraph or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good the condition at required to be delivered by Landlord hereunder, subject to Tenant’s rights under the time possession was takenWork Letter and Landlord’s ongoing repair and maintenance obligations hereunder. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding except the obligation to pay Base Rent and Operating ExpensesRent. Notwithstanding anything contained in this Lease to the foregoingcontrary, and as set forth in the Work Letter, for the period of 365 consecutive days one (1) year after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for to rectify any repairs that are required to be made to Building Systems (as defined defects in Section 13)the original construction of the Building, serving the Premises provided Tenant gives written notice of any such defects within such time, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsreplacement, in which case Tenant shall pay the cost. In addition, Tenant Landlord also shall be entitled use commercially reasonable efforts to the benefit of enforce any contractor warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties Landlord’s Work (to the extent affecting any such warranties exist) for one (1) year after the PremisesCommencement Date, provided Tenant gives written notice of any necessary repairs or replacements within such time that are reasonably expected to be covered under any such warranty, unless Tenant or any Tenant Party was responsible for the cause of such repair or replacement, in which case Tenant shall pay all of Landlord’s costs and expenses incurred to enforce any such warranties. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein; and Tenant in executing this Lease does so in reliance upon Landlord’s agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Forma Therapeutics Holdings, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding the foregoing, Base Rent shall be abated 1 day for each day after the xxxx that is 60 days after the Target Commencement Date (as such date may be extended for Force Majeure delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Delivery Date, with Landlord's Work Substantially Completed. (such delivery of the Premises being referred to herein as "DELIVERY" or "DELIVER"). Landlord shall endeavor to give at least fourteen (14) days advance notice of the date by which the Premises will be delivered in the condition required above, and from and after such notice, provided Tenant has provided a certificate of insurance, indicating that Tenant has obtained insurance of the types and in the amounts required to be maintained by Tenant pursuance to Section 17 hereof, Tenant shall have access to the Premises in order to prepare the same for its use and occupancy. Such early entry shall be subject to all the terms and conditions of this Lease, other than the payment of Rent and other charges due hereunder. The date on which such occupancy begins shall be referred to herein as the "EARLY OCCUPANCY DATE". The period between the Early Occupancy Date and the Rent Commencement Date in is referred to herein as the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)"EARLY OCCUPANCY PERIOD". If Except as specifically provided herein, if Landlord fails to timely Deliver the PremisesPremises on or before the Target Delivery Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinvoidable. If Landlord does not Deliver the Premises within 120 60 days of after the Target Commencement Delivery Date for any reason other than Force Majeure delaysDelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e.ie., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If the Rent Commencement Date is delayed beyond the Target Delivery Date as a result of Tenant Delays, then the Target Delivery Date shall be deemed to be the Rent Commencement Date. As used herein, the terms “Tenant Improvements” "LANDLORD'S WORK," "TENANT DELAYS" and “Tenant Improvement Work Readiness Condition” "SUBSTANTIALLY COMPLETED" shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date Date. Upon delivery to Tenant, Landlord’s Work shall be Substantially Completed and the parking structure serving the Project in the Tenant Improvement Work Readiness Condition location shown on Exhibit B will be substantially complete and available for construction by Tenant of the Tenant Improvements Tenant’s use (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 270 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherNet Laboratory 3013 Science Park/The Medicines Company - Page 25 Landlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease and Landlord will return any amounts paid to Landlord by Tenant pursuant to the terms of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 270 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and ; provided that Tenant agree that if any Governmental Authority having jurisdiction of the Project, as will have a result of the COVID-19 outbreak second right to terminate this Lease in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to event Landlord has still not Delivered the extent such Government Mandate precludes construction Premises within 365 days of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall for any reason other than Force Majeure delays and Tenant Delays, which right will be delayed 1 exercisable for a period of 10 business days after such 365 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shellperiod. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earlier of: (i) the date that Landlord Delivers the Premises to Tenant; or (ii) the date Landlord could have Delivered the Premises but for Tenant Delays. Notwithstanding anything to the contrary contained in this Lease, but provided Tenant is not in Default hereunder, Landlord hereby grants Tenant an abatement of the Base Rent payable during the period beginning on the Commencement Date and ending 10 months after the Commencement Date (“Base Rent Abatement”). Subject to the terms of Section 3(a) below, the first day of the 11th month after the Commencement Date shall be the “Rent Commencement Date.” In the event Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is more than 180 days after the Target Commencement Date (which is anticipated to be February 1as extended for Force Majeure delays and Tenant Delays), 2022, based on the Target Commencement Date period of August 1, 2021); provided, however, that Base Rent Abatement and the Rent Commencement Date shall (and all subsequent rent increase dates) will be extended by an equivalent number of days that Delivery is delayed 1 day for each day after beyond the Target Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDate. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and any Extension Terms which Tenant may elect pursuant to Section 39 hereof. Except as set forth in the Work LetterLetter or otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement DateDate with all Landlord’s Work Substantially Complete; (ii) Landlord shall have no obligation liability for any defects in the Premises, except as set forth herein or in the Work Letter; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any Tenant will not be permitted occupancy of the Premises by prior to the date upon which the Premises are Delivered to Tenant before with Landlord’s Work Substantially Completed. Except as otherwise expressly set forth in this Lease (including the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating ExpenseWork Letter), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease (including all exhibits attached hereto and any side letters entered into by and between Landlord and Tenant in connection with this Lease) constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Sublease
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of Date, with the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). Delivery shall not be deemed to have occurred unless (i) the Base Building Improvements (as described in Exhibit C) (other than the landscaping (not including grading or earthmoving activity) and south patio site concrete work which may completed after the Commencement Date) have been substantially completed and the Tenant Improvements have been Substantially Completed and (ii) subject to the other provisions of this Lease, the number of parking spaces which Tenant is entitled to use under this Lease are available for use by Tenant. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not fails to Deliver the Premises within 120 days of the Target Commencement Date by August 31, 2012 (as such date may be extended for any reason other than Tenant Delays and/or Force Majeure delaysand for each day after (i) December 9, 2011, that this Lease may be terminated has not been fully executed and delivered by Landlord or Tenant by written notice to both parties and (ii) December 15, 2011, until the otherSpace Plan has been finalized, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease“Outside Date”), Landlord shall reimburse Tenant for the Holdover Premium actually required to be returned paid by Tenant pursuant to Tenant’s existing lease agreements for its current space (collectively, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this “Tenant’s Existing Lease, except with respect to provisions which expressly survive termination of this Lease”). As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionHoldover Premium” shall have mean the meanings set forth for such terms in amount of $59,450.00 per month, which is the work letter at here penalty amount required to as Exhibit C (be paid by Tenant over and above the “Work Letter”). If neither Landlord nor amount of rent that is otherwise payable by Tenant elects to void this Lease within 10 business days each month during the last year of the lapse of such 120 day period (as may term under Tenant’s Existing Lease in order for Tenant to hold over in their current space. Landlord shall, however, only be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding responsible for the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction portion of the Project, as a result of Holdover Premium due during the COVID-19 outbreak in period between the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to Outside Date and the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)Tenant; provided, however, that if Landlord fails to Deliver the Rent Commencement Date shall be delayed 1 day for each day after Premises to Tenant on or before the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Outside Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of extended for 1 full month (the terms “1 Month Extension”) and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving 1 full month of Holdover Premium regardless of whether Landlord Delivers the Premises unless to Tenant or any Tenant Party was responsible for prior to the cause expiration of such repair 1 month period. Tenant represents and warrants to Landlord that the Holdover Premium shall be due and payable by Tenant under Tenant’s Existing Lease if Tenant holds over. If Tenant agrees to any amendments or Tenant was responsible for modifications to Tenant’s Existing Lease which in any way increases or results in an increase in the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In additionHoldover Premium, Tenant shall be entitled to solely responsible for paying the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms increased portion of such warranties to the extent affecting the PremisesHoldover Premium. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion Payment of the Premises or the Project, and/or the suitability of the Premises or the Project Holdover Penalty for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinfractional calendar month shall be prorated.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before for Tenant’s Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant Letter within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the Tenant Improvements insurance required hereby (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms term “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionTenants’ Work” shall have the meanings meaning set forth for such terms term in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived acknowledges and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree agrees that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell Tenant Improvements will be undertaken at the same time as Landlord is undertaking the construction of the Landlord’s Work (as defined in the Work Letter) and that the parties and their contractors will be required to coordinate their work with one another (including, without limitation, work within the Premises) but in no event may Tenant or any Tenant Party (as defined below) delay or interfere with the performance of Landlord’s Work, nor with any inspections or issuance of final approvals by applicable Governmental Authorities (as defined below) nor cause an increase in the cost of the performance of Landlord’s Work. The “Commencement Date” shall be the earlier to occur of: (i) the date that the Tenant Improvements are Substantially Completed (as defined in the Work Letter); or (ii) December 31, the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition2014. The “Rent Commencement Date” shall be the date that is 180 days 9 months after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDate. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in Lease and the Work Letter: (i) Extension Term which Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject may elect pursuant to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein40 hereof.
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Samples: Lease Agreement (Receptos, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant Building Shell on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“DeliveryDeliver” or “DeliverDelivery”)) for Tenant’s construction of the Tenant’s Work. If Landlord fails to timely Deliver the PremisesBuilding Shell, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Notwithstanding anything to the contrary contained herein, if Landlord does not fails to Deliver the Premises within 120 Building Shell to Tenant by the date that is 270 days of after the Target Commencement Date (as such date may be extended for any reason other than Force Majeure delays(as defined in Section 34) and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), ) shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Building Shell,” “Tenant’s Work,” “Tenant ImprovementsDelays,” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 270 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver exclusive possession of the Premises (“Delivery” or “Deliver”) to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here does not elect to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void terminate this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness ConditionTenant. The “Rent Commencement Date” shall be the date that is 180 days 3 months after the Commencement Date (which is anticipated to be February 1, 2022, based Date. The period commencing on the Target Commencement Date of August 1, 2021); provided, however, that through the day immediately preceding the Rent Commencement Date shall may be delayed 1 day for each day after referred to herein as the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. “Abatement Period.” Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into a lease termination agreement with respect to the Premises (“Termination Agreement”) and a new lease (“New Lease”) for the space at the Project being surrendered by Tenant with Nitto Biopharma, Inc., a Delaware corporation (“Nitto”), the existing tenant of the Premises, which Termination Agreement and New Lease shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Condition Precedent is not satisfied, Landlord shall have the right to terminate this Lease upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied. Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that Premises. Tenant shall have no right to occupy the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before prior to the Commencement Date shall be subject pursuant to all of the terms and conditions of this Lease, excluding however, Landlord hereby consents to Tenant accessing the obligation Premises prior to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement DateDate pursuant to a separate written agreement between Tenant and Nitto; provided that Tenant may not make any alterations to the Premises prior to the Commencement Date without Landlord’s prior written consent, Landlord shall, at its sole cost and expense (which consent shall not constitute an Operating Expense)be unreasonably withheld, be responsible for any repairs that are required to be made to Building Systems (as defined conditioned or delayed. Nothing contained in this paragraph shall limit Landlord’s maintenance obligations under Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts be responsible for the design and construction of the Building Shell (as defined in the Work Letter) as set forth in the Work Letter. DGA is the architect (“Building Shell Architect”) for the Building Shell, and the contractors for the Building Shell shall be selected and engaged by Landlord in the exercise of Landlord’s sole and absolute discretion. Any Tenant Delays (as defined below) shall reduce the Outside Date (as defined below) on a day for day basis. Tenant acknowledges that certain plans and other information that may be made available to Tenant pursuant to the provisions of this Section 2 constitute information that Landlord considers confidential and, upon request from Landlord, Tenant shall execute a confidentiality and non-disclosure agreement reasonably acceptable to Landlord and Tenant with respect to such confidential information. Landlord shall deliver the Premises to Tenant on or before for the Target Commencement Date in commencement of the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (as defined in the Work Letter) on the Weather-Tight Building Shell Delivery Date (“Delivery” or “Deliver”)) which Landlord shall use reasonable efforts to cause to occur on or before the Target Commencement Date. The “Weather-Tight Building Shell Delivery Date” shall be the date that that Tenant is notified accurately by Landlord or the general contractor for the Building that construction of the Building Shell is at a point where the Building is weather tight and is in a condition acceptable for the commencement of construction of the Tenant Improvements. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom except as expressly provided for below, and this Lease shall not be void or voidable. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure (as defined in Section 34 below) and Tenant Delays, Tenant shall be entitled, starting on the Rent Commencement Date, to occupy the Premises without the obligation to pay Base Rent, 1 day for each day following the Target Commencement Date (as extended for Force Majeure and Tenant Delays) until the Weather-Tight Building Shell Delivery Date; provided, however, that such free rent period shall be reduced 1 day for every day up to a maximum of 120 days that delays in obtaining the permits for the Pedestrian Bridge delays (as reasonably determined by the Building Shell Architect or Landlord’s contractor) Landlord’s Delivery of the Premises. Notwithstanding any of the foregoing, no Tenant Delay shall be deemed to have occurred under this Lease except to the extent that (a) Tenant’s and/or any Tenant Parties’ action and/or inaction actually contributed to such delay beyond the Target Commencement Date (as reasonably determined by the Building Shell Architect or Landlord’s contractor) and (b) such delay continues for more than one day following Landlord’s written (or email) notice to Tenant of the matter that caused the delay. Net Multi-Tenant Laboratory 259 E. Grand/Onyx - Page 3 On or before the Outside Steel Order Date (as defined below), Landlord shall place the order for the steel for the Building Shell. If Landlord fails to timely place the order for the steel for the Building Shell, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinfor in the immediately following sentence. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date If, for any reason other than reason, Landlord fails to place the order for the steel for the Building Shell within 5 business days (as extended by Tenant Delays and/or delays due to Force Majeure delaysMajeure, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: “Outside Steel Order Date”) after the earlier of (a) the Security Depositdate that Tenant’s Termination Right (as defined in Section 41) is waived or deemed waived, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) the date requests in writing to Landlord that Landlord order the steel, Tenant shall have the one time right (“Expansion Termination Right”) to terminate this Lease and if so terminated, then, notwithstanding anything to the contrary contained herein, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except to one another with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Premises except that Landlord shall refund to Tenant Improvements” the Security Deposit and “any amounts paid by Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects pursuant to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delaysSection 41(a), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoingexcept, Landlord and Tenant agree however that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for to refund any defects in amounts paid by Tenant pursuant to Section 41(a) and under the Premises; and (iii) Work Letter if this Lease terminate as a result of Tenant’s taking possession election to terminate pursuant to Section 41(b). If Tenant fails to deliver written notice to Landlord within 5 business day after the Outside Steel Order Date of its election to terminate pursuant to the provisions of the Premises preceding sentence, Tenant shall be conclusive evidence that deemed to have forever waived its Expansion Termination Right. The parties hereby agree that, if applicable, for each day during the 1.5 month period following the expiration of the Outside Steel Order Date until Landlord places the steel order for the Building Shell, Tenant accepts shall be entitled, starting on the Rent Commencement Date, to occupy the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding without the obligation to pay Base Rent and Operating Expensesfor 1 day. Notwithstanding If Tenant exercises the foregoing, for Expansion Termination Right or Landlord places the period steel order prior to the expiration of 365 consecutive days after the Commencement Outside Steel Order Date, Landlord shall, at its sole cost and expense (which the provisions of the preceding sentence shall not constitute an Operating Expense), apply. A delay by Tenant (“Tenant Delay”) shall only be responsible for any repairs that are required deemed to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties have occurred to the extent affecting such delay (i) actually contributes to delaying (a) Landlord’s placing of Landlord’s steel order for the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent Building Shell beyond the Outside Steel Order Date, or (b) the design, permitting or construction of Landlord has made any representation or warranty with respect the Building Shell to the condition of all or any portion point where it meets the requirements of the Premises Water Tight Building Shell Delivery Date beyond the Target Commencement Date and (ii) continues for more than one day following Landlord’s written (or the Project, and/or the suitability email) notice to Tenant of the Premises or matter that caused the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereindelay.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements substantially completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding As used herein, “Landlord’s Work” shall mean the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction installation of the Project, as a result of the COVID-19 outbreak card door with card reader access in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandatelocation shown on Exhibit C attached hereto, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the which Landlord’s Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect performed at Landlord’s sole cost and continues to preclude such construction of the Core & Shellexpense. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Landlord shall permit Tenant access to the Premises commencing on the date that is 10 days prior to the Commencement Date for Tenant’s installation and set up of its furniture, fixtures and equipment in the Premises (collectively, “FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose during the FF&E Installation. All such access shall be during normal business hours. Notwithstanding the foregoing, Tenant shall have no right to enter onto any portion of the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that the insurance required to be carried by Tenant pursuant to Section 17 is in full force and effect. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their “as-is” condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 180 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense)expense, be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements Date, with Landlord’s Work, if any, Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than (as such date may be extended due to Force Majeure delays(as defined in Section 34) delays and Tenant Delays), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherterminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 ten (10) business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, vacant, broom clean and free of all occupants, personal property and debris, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely so Deliver the PremisesPremises on or before the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherother (except that Landlord shall have no right to terminate this Lease other than in the event of Force Majeure), and if so terminated by either: (a) any Rent paid prior to the date of such termination (except any Rent paid for any time period that Tenant occupied the Premises and conducted its business therein) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here attached to this Lease as Exhibit C F (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)pursuant to this Section 2, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoingIn addition to Landlord’s Work, Landlord and Tenant agree that if any Governmental Authority having jurisdiction shall install carpet in the break room area only of the Project, as a result of premises located directly above the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any Premises. Landlord shall endeavor to complete such order or mandate, a “Government Mandate”), then, carpet installation prior to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & ShellDate. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earlier of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; and (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)Premises but for Tenant Delays; provided, however, that the Rent Commencement Date in no event shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect occur prior to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsFebruary 1, 2012. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit DG; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on in the first page of this LeaseBasic Lease Provisions and the Extension Term which Tenant may elect pursuant to Section 34 hereof. Except as set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. The Premises shall be delivered to Tenant without any furniture. Subject to the provisions of Section 6 of the Work Letter, Landlord shall permit Tenant access to the Premises commencing on the date that is 30 days prior to the Commencement Date for Tenant’s installation and set up of its operational wiring and work stations, furniture and other equipment in the Premises (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business hours. Any occupancy of access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before for Tenant’s Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant Letter within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the Tenant Improvements insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 15 days after full execution of this Lease and the Target Commencement Date delivery of Tenant’s insurance certificates to Landlord for any reason other than Force Majeure delaysreason, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to Landlord. If Landlord is unable despite the otherexercise of reasonable efforts to Deliver the Premises within 60 days after full execution of this Lease and the delivery of Tenant’s insurance certificates to Landlord, and if this Lease shall be voidable by Landlord by written notice to Tenant. If this Lease is so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void voids this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)described above, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction If neither party elects to void this Lease within 5 business days of the Project, as a result lapse of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any applicable time period, such order or mandate, a “Government Mandate”), then, right to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinwaived.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises (“Delivery” or “Deliver”) to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here does not elect to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void terminate this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness ConditionTenant. The “Rent Commencement Date” shall be the date that is 180 20 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDate. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver exclusive possession of the Suite 100 Premises (“Delivery” or “Deliver”) to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), pre-paid Base Rent shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “If Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here does not elect to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void terminate this Lease within 10 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree acknowledge that if any Governmental Authority having jurisdiction of Tenant occupied the ProjectSuite 200 Premises prior to the Commencement Date pursuant to that certain Lease dated January 19, as a result of 2016 (the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government MandatePrior Lease”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Suite 100 Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, as may be extended by Tenant pursuant to Section 39 of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into a lease termination agreement with respect to the Suite 100 Premises (“Termination Agreement”) and a new lease (“New Lease”) for the space at the Project being surrendered by Tenant with Regulus Therapeutics Inc., a Delaware corporation (“Regulus”), the existing tenant of the Suite 100 Premises, which Termination Agreement and New Lease shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Condition Precedent is not satisfied, Landlord shall have the right to terminate this Lease upon delivery of written notice to Tenant, in which case Landlord shall promptly return any prepaid Base Rent actually paid by Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied. Net Laboratory 10628 Science Ctr./Turning Point - Page 3 Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their “as-is” condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Suite 100 Premises and continued occupancy of the Suite 200 Premises shall be conclusive evidence that Tenant accepts the Premises. Tenant shall have no right to occupy the Suite 100 Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before prior to the Commencement Date shall be subject pursuant to all of the terms and conditions of this Lease, excluding however, Landlord hereby consents to Tenant accessing the obligation Premises prior to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement DateDate pursuant to a separate written agreement between Tenant and Regulus; provided that Tenant may not make any alterations to the Premises prior to the Commencement Date without Landlord’s prior written consent other than the approved alterations described on Exhibit I attached hereto (“Approved Alterations”), Landlord shallwhich Approved Alterations shall be performed by Tenant, at its Tenant’s sole cost and expense (which shall not constitute an Operating Expense)expense, be responsible for any repairs that are required subject to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the PremisesSection 12 and any other conditions that Landlord and/or Regulus may reasonably impose. Nothing contained in this paragraph shall limit Landlord’s maintenance obligations under Section 13. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (such delivery with Landlord’s Work Substantially Completed shall be referred to as “Delivery” or “Deliver”). Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant (i) on or before the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) (“Initial Abatement Date”), Base Rent shall be abated 1 day for each day after the Initial Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant, and (ii) on or before the date that is 60 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) (“Second Abatement Date”), Base Rent shall be abated 2 days for each day after the Second Abatement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant ImprovementsLandlord’s Work,”“Tenant Delays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Metabolix, Inc.)
Delivery; Acceptance of Premises; Commencement Date. (a) Building 3 Premises. Landlord shall use reasonable efforts to deliver the Building 3 Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”)) with respect to the Building 3 Premises. If Landlord fails to timely Deliver the Building 3 Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Building 3 Premises within 120 240 days of the Target Commencement Date for any reason other than Force Majeure delays(as defined in Section 34) and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease)) and any unutilized amount deposited by Tenant with Landlord pursuant to the Work Letter attached hereto as Exhibit C, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before for Tenant’s Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant Letter upon full execution of this Lease and Tenant’s delivery of evidence of the Tenant Improvements insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails to timely Deliver deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysMajeure, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60-day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be October 1, 2001. Rent shall commence on the Commencement Date as to 6,215 rentable square feet of the Premises, and shall commence on the earlier of: (i) 90 days after the Commencement Date, and (ii) the date that Landlord Delivers Tenant conducts any business in the Premises to Tenant in Tenant Improvement Work Readiness Condition. The or any part thereof (the “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1”), 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect with respect to the extent that such Government Mandate precludes such construction balance of the Tenant ImprovementsPremises. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date Data and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “"Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which that are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Omeros Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, (b) any prepaid Base Rent actually delivered by Tenant to Landlord shall be returned to Tenant, and (bc) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before for Tenant's Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant Letter within 5 days of full execution of this Lease and Tenant's delivery of evidence of the Tenant Improvements insurance required hereby and by the Work Letter (“Delivery” "DELIVERY" or “Deliver”"DELIVER"). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 15 days after full execution of this Lease and the Target Commencement Date delivery of Tenant's insurance certificates to Landlord for any reason other than Force Majeure delaysreason, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to Landlord. If Landlord is unable despite the otherexercise of reasonable efforts to Deliver the Premises within 60 days after full execution of this Lease and the delivery of Tenant's insurance certificates to Landlord, and if this Lease shall be voidable by Landlord by written notice to Tenant. If this Lease is so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void voids this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)described above, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction If neither party elects to void this Lease within 5 business days of the Project, as a result lapse of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any applicable time period, such order or mandate, a “Government Mandate”), then, right to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of void this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinwaived.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date Date, with Landlord’s Work Substantially Completed and in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements broom clean condition (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant within 90 days after the Target Commencement Date (as such date may be extended by Force Majeure (as defined in Section 34) and Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays(as defined in Section 34) delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease)) and any prepaid Base Rent, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county Mateo County (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter)Landlord’s Work, the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & ShellLandlord’s Work. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earlier of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; and (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day Premises but for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDelays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and any Extension Terms which Tenant may elect pursuant to Section 39 hereof. During the Term, Tenant shall have the right to use the furniture, fixtures and equipment belonging to Landlord located within the Premises as of the date of this Lease (“Landlord’s FF&E”). If Tenant does not want to use certain of the items of Landlord’s FF&E, Tenant shall notify Landlord in writing at least 30 days prior to the Commencement Date of such items of Landlord’s FF&E that Tenant does not want to use and Landlord shall cause such items of Landlord’s FF&E identified in Tenant’s notice to be removed from the Premises prior to the Commencement Date. Except as otherwise provided in the immediately preceding sentence, Tenant shall have no right to remove any of Landlord’s FF&E from the Premises without Landlord’s prior written consent and all Landlord’s FF&E (other than any Landlord’s FF&E removed pursuant to the immediately preceding sentence) shall be returned to Landlord at the expiration or earlier termination of the Term in substantially the same condition as received by Tenant, except for ordinary wear and tear, casualty and condemnation. Tenant has requested that the right to occupy that certain portion of the Premises identified on Exhibit J attached hereto (the “Early Operations Space”) as early as possible following the mutual execution of this Lease by the parties and Landlord has agreed, subject to the terms of the Work Letter, to accelerate the work of the Tenant Improvements in the Early Operations Space to accommodate Tenant’s request. Landlord shall deliver to Early Operations Space to Tenant upon the Substantial Completion of the Tenant Improvements in the Early Operations Space (the “Delivery Date”). Commencing on the Delivery Date, Tenant shall commence paying Base Rent at the rate of $5.50 per rentable square foot per month plus Operating Expenses with respect to the Early Operations Space. Tenant acknowledges and agrees that Landlord will continue to perform Landlord’s Work in the balance of the Premises while Tenant is occupying Early Operations Space, that Landlord’s completion of Landlord’s Work in the balance of the Premises may adversely affect Tenant’s use and occupancy of the Early Operations Space, and that prior to the Substantial Completion of Landlord’s Work in the balance of the Premises, there will continue to be construction noise, vibrations and dust associated with Landlord’s construction of Landlord’s Work in the balance of the Premises. In addition to the Tenant’s early occupancy of the Early Operations Space pursuant to the immediately preceding paragraph and notwithstanding anything to the contrary contained herein, to the extent that Landlord’s Work is Substantially Completed in any portion of the Premises other than the Early Operations Space (each, a “Completed Area”) and Tenant’s occupancy of such Completed Area will not materially interfere with Landlord’s construction of Landlord’s Work in the balance of the Premises, Tenant may elect, by delivery of written notice to Landlord, to occupy such Completed Area prior to the Commencement Date. Tenant shall commence paying Base Rent at the rate of $5.50 per rentable square foot per month plus Operating Expenses with respect to any such Completed Area that Tenant elects to occupy pursuant to the immediately preceding sentence on the date that Landlord delivers such Completed Area to Tenant for Tenant’s early occupancy. Tenant acknowledges and agrees that Landlord will continue to perform Landlord’s Work in the balance of the Premises while Tenant is occupying such Completed Area(s), that Landlord’s completion of Landlord’s Work in the balance of the Premises may adversely affect Tenant’s use and occupancy of the Completed Area(s), and that prior to the Substantial Completion of Landlord’s Work in the balance of the Premises, there will continue to be construction noise, vibrations and dust associated with Landlord’s construction of Landlord’s Work in the balance of the Premises. Except as set forth in the Work LetterLetter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises and Landlord’s FF&E in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the PremisesPremises or Landlord’s FF&E; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and Landlord’s FF&E, and that the Premises and Landlord’s FF&E were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the foregoingcontrary contained herein, for the period of 365 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to have the benefit of any warranties issued to Landlord in connection with respect to Landlord’s Work, including warranties issued to Landlord with respect to Building Systems. Upon written request from Tenant, Landlord shall deliver to Tenant, subject to Landlord’s standard non-reliance letter, copies of the Core & Shell for surrender reports delivered to Landlord by the terms immediately prior tenant of the Premises once such warranties surrender reports have been made available to the extent affecting the PremisesLandlord. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises Premises, Landlord’s FF&E or the Project, and/or the suitability of the Premises Premises, Landlord’s FF&E or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Suite A Premises to Tenant on or before the Suite A Premises Target Commencement Date in and the Suite B Premises to Tenant Improvement on or before the Suite B Premises Target Commencement Date, with Landlord's Work, if any, Substantially Completed. Landlord's delivery of either the Suite A Premises or the Suite B Premises with Landlord's Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” Substantially Completed shall be referred to herein as "DELIVERY" or “Deliver”)"DELIVER". If Landlord fails to timely Deliver the Suite A Premises or the Suite B Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Suite A Premises or the Suite B Premises within 120 45 days of the Suite A Premises Target Commencement Date or the Suite B Premises Target Commencement Date, as applicable, for any reason other than Force Majeure delaysTenant Delays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or Deposit and any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), unearned Base Rent shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” "TENANT DELAYS" and “Tenant Improvement Work Readiness Condition” "SUBSTANTIALLY COMPLETED" shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Suite B Premises Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 45 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoingThe "COMMENCEMENT DATE" shall be September 15, Landlord and Tenant agree that if any Governmental Authority having jurisdiction 1999, regardless of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date date this Lease is executed. The "SUITE B PREMISES RENT COMMENCEMENT DATE" shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be earliest of: (i) the date that Landlord Delivers the Suite B Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Tenant; (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date Suite B Premises but for Tenant Delays; and (which is anticipated to be February 1, 2022, based on iii) the Target Commencement Date of August 1, 2021); provided, however, that date Tenant conducts any business in the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsSuite B Premises or any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit DEXHIBIT C; provided, however, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Suite B Premises Work LetterLetter and that certain Suite A Premises Work Letter dated as of August 18, 1999 (the "SUITE A PREMISES WORK LETTER"), if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the PremisesRent. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the ProjectPremises, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). Other than the delivery of the first month’s rent pursuant to Section 3(a) below, Tenant shall have no obligation to pay Base Rent or Operating Expenses for any period prior to the Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: , (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.deducting
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“"Delivery” " or “"Deliver”"). If if Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays or the failure of the existing tenant, Massachusetts Biomedical Institute, Inc. ("MBI"), to vacate the Premises, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) } neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date The "COMMENCEMENT DATE" shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; providedPROVIDED, howeverHOWEVER, Tenant’s 's failure to execute and deliver such acknowledgment shall not affect Landlord’s 's rights hereunder. The “"Term” " of this Lease shall be the Base Term, as defined above on Term and the first page of this LeaseExtension Term which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iiiii) Tenant’s 's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding . Tenant acknowledges and agrees that Tenant's use and occupancy of the obligation to pay Base Rent Premises may be severely and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost adversely impacted by Landlord's Work and expense (which Tenant shall not constitute an Operating Expense), be responsible for entitled and waives any repairs that are required claim to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant any abatement of rent or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems other concession as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit a result of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premisesadverse impact. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s 's business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease including all exhibits hereto constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s 's representations, warranties, acknowledgments and agreements contained herein. Tenant hereby acknowledges and agrees that the Premises is currently subject to a lease with MBI ("EXISTING LEASE") and that a portion of the Premises may be subject to the prior rights of other tenants of the Project. This Lease and Landlord's obligations hereunder shall be subject to (i) the release or expiration of any prior rights of any other tenant of the Project pursuant to such tenant's lease in and to any portion of the Premises, and (ii) Landlord's receipt of a fully executed termination agreement with respect to the Existing Lease and the vacation of the Premises by MBI.
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Samples: Lease Agreement (Viacell Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of Date, with the Tenant Improvements in the Premises Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the entirety of the Premises to Tenant within 60 days after the Target Commencement Date (as such date may be extended by Force Majeure (as defined in Section 34) and Tenant Delays, the “Abatement Date”), Base Rent payable with respect to any then un-delivered portion of the Premises shall be permanently abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the remaining un-Delivered portion of the Premises to Tenant. If Landlord does not Deliver the entirety of the Premises within 120 180 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.written
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant with the improvements reflected on or before the Target Commencement Date plan set forth on Exhibit C attached hereto (“Landlord’s Work”) Substantially Completed and in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements broom clean condition (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Upon written request from Tenant, Landlord shall provide Tenant with updates regarding the progress of Landlord’s Work and any anticipated delays in the Substantial Completion of Landlord’s Work beyond the Target Commencement Date. If Landlord does not Deliver the Premises within 120 30 days of the Target Commencement Date for any reason other than Force Majeure (as defined in Section 34) delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. Landlord shall Substantially Complete or cause Landlord’s Work to be Substantially Completed, at its sole cost, in a good and workmanlike manner. Tenant shall have no right to make any changes to Landlord’s Work. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have mean the meanings set forth for such terms substantial completion of Landlord’s Work in a good and workmanlike manner, in accordance with the applicable permits subject to normal “punch list” items of a non-material nature that do not interfere with the use of the Premises and with a certificate or temporary certificate of occupancy (or an equivalent approval) having been issued permitting lawful occupancy of the Premises (but specifically excluding any permits, licenses or other governmental approvals required to be obtained in connection with Tenant’s operations in the work letter at here to as Exhibit C (the “Work Letter”Premises). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 30 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Net Multi-Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 XxxxxxxxxxLaboratory 201 Xxxxxxx – Suite 210/Erasca Graphite - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)Tenant; provided, however, that the Rent Commencement Date in no event shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect occur prior to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsTarget Commencement Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord shall permit Tenant access to the Premises commencing on the date that is 30 days prior to the Commencement Date for Tenant’s installation and set-up of its furniture, fixtures and equipment in the Premises (collectively, “FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with this Lease and all other reasonable restrictions and conditions Landlord may impose during the FF&E Installation. All such access shall be during normal business hours. Notwithstanding the foregoing, Tenant shall have no right to enter onto any portion of the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that the insurance required to be carried by Tenant pursuant to Section 17 is in full force and effect. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding, except as otherwise expressly provided in the immediately following paragraph, the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the contrary contained herein, Tenant has requested and Landlord has agreed to use reasonable efforts to Substantially Complete Landlord’s Work in the Suite 110 Premises by July 15, 2021, so that Tenant may commence occupying and operating in the Suite 110 Premises prior to the Commencement Date. If Landlord Substantially Completes Landlord’s Work in the Suite 110 Premises prior to the Target Commencement Date, then Landlord shall Deliver to Tenant the Suite 110 Premises and Tenant shall commence paying Base Rent and Operating Expenses with respect to the Suite 110 Premises on the date that Landlord Delivers the Suite 110 Premises to Tenant. Except as expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy Prior to the Commencement Date, within 3 business days after request from Landlord to Tenant, Landlord and Tenant shall conduct a walk-through inspection of the Premises by Tenant before the Commencement Date shall be subject to all of the terms create a punch list reasonably acceptable to Landlord and conditions of this Lease, excluding the obligation to pay Base Rent and Operating ExpensesTenant. Notwithstanding the foregoing, to the extent that Landlord’s Delivers the Suite 110 Premises to Tenant prior to the Commencement Date as contemplated above, such walk-through inspection with respect to the Suite 110 Premises shall be conducted prior to the date Landlord Delivers the Suite 110 Premises to Tenant, within 3 business days after request from Landlord to Tenant. Landlord shall undertake and shall use reasonable efforts to complete, or cause to be completed, all punch list items identified during such walk-through inspection within 30 days after the Commencement Date (or, if applicable, with respect to the Suite 110 Premises, within 30 days after Delivery of the Suite 110 Premises to Tenant). Landlord shall deliver the Premises to Tenant furnished with the furniture, fixtures and equipment reflected on the space plan attached hereto as Exhibit C (“Landlord’s FF&E”) for Tenant’s use in the Premises during the Term. Tenant shall have no right to remove any of Landlord’s FF&E from the Premises and Landlord’s FF&E shall be returned to Landlord at the expiration or earlier termination of the Term in substantially the same condition as received by Tenant, except for ordinary wear and tear and casualty. Notwithstanding anything to the contrary contained herein, for the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building or Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to have the benefit of any existing warranties issued to Landlord with respect to the Building Systems serving the Premises and any warranties issued to Landlord in connection with Landlord’s Work. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of the Core & Shell for equipment installed in the terms Premises as part of Landlord’s Work, but the cost of any such extended warranties to the extent affecting the Premisesshall be borne solely by Tenant. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Graphite Bio, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Xxxxxxxx’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”); provided, however, that the Target Commencement Date may be extended by Landlord up to 90 days in the event that there are delays outside of Landlord’s reasonable control due to the performance by third parties of critical redevelopment activities to the Project (including, without limitation, electrical upgrades to and environmental remediations of the Project) (“Redevelopment Delays”); it being acknowledged that Landlord may exercise such extension via one or more written notices to Tenant, in which case the Target Commencement Date shall be the date specified in such notice. Landlord will give Tenant written notice, in reasonable detail, within a reasonable period after learning of such Redevelopment Delays. If Landlord fails to timely Deliver the PremisesPremises by the Target Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delays, Redevelopment Delays and Tenant Delays, then Tenant shall be entitled to a day for day abatement of Base Rent for each day for the period from and after the 91st day (or such later date after giving effect to Force Majeure delays, Redevelopment Delays, and Tenant Delays) until the earlier of the date that Landlord Delivers the Premises or 180 days after the Target Commencement Date. If Landlord does not Deliver the Premises within 180 days of the Target Commencement Date for any reason other than Force Majeure delays, Redevelopment Delays, and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice (given no later than 5 business days after the expiration of the 180 day period (as so extended) to the otherLandlord, and if so terminated by either: Tenant:
(a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 180-day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, anything to the extent such Government Mandate precludes construction contrary contained herein and for the avoidance of the Core & Shell (as defined in the Work Letter)any doubt, the Target termination rights provided for in this paragraph shall terminate on the Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & ShellDate. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earliest of: (i) the date that Landlord Delivers the Premises to Tenant, (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” the Premises or any part thereof (it being understood that the mere preparation of the Premises for its occupancy, moving into the Premises and the installation of furniture and equipment in the Premises shall not be deemed to be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date conduct of August 1, 2021business by Tenant); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunderhereunder (except those rights of Tenant affected by virtue of Tenant being in default). The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and (if and when exercised) the Extension Term that Tenant may elect pursuant to Section 40 hereof. Subject to the provisions of Section 3 of the Work Letter, Landlord shall permit Tenant access to the Premises at such time set forth in Section 3 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant complies with the Lease and all other 321 Arsenal (AOTC) / Forma Therapeutics - Page 4 reasonable restrictions and conditions Landlord may impose in writing. All such access shall be during normal business hours unless Landlord otherwise agrees in writing (such agreement not to be unreasonably withheld, conditioned or delayed). Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent, Operating Expenses or any charges under Section 11 hereof for Utilities or Janitorial Service. Except as set forth in the next paragraph or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good the condition at required to be delivered by Landlord hereunder, subject to Tenant’s rights under the time possession was takenWork Letter and Landlord’s ongoing repair and maintenance obligations hereunder. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding including the obligation to pay Base Rent and Operating ExpensesRent. Notwithstanding anything contained in this Lease to the foregoingcontrary, and as set forth in the Work Letter, for the period of 365 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), serving unless Tenant or any Tenant Party was responsible for the Premises cause of such repair, in which case Tenant shall pay the cost. Landlord also shall use commercially reasonable efforts to enforce any contractor warranties for Landlord’s Work (to the extent any such warranties exist) for one (1) year after the Commencement Date, provided Xxxxxx gives written notice of any necessary repairs or replacements within such time that are reasonably expected to be covered under any such warranty, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsreplacement, in which case Tenant shall pay the costall of Landlord’s costs and expenses incurred to enforce any such warranties. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant Xxxxxx agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein; and Tenant in executing this Lease does so in reliance upon Xxxxxxxx’s agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Forma Therapeutics Holdings, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver The first two paragraphs of Section 2 of the Lease are hereby deleted in their entirety and replaced with the following: “The Term of this Lease for the Premises to Tenant shall commence on or before September 1, 2017 (the Target “Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “DeliverDate”). If Landlord fails to timely Deliver Tenant is currently in possession of the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver West Wing Portion of the Premises within 120 days as a subtenant of Pfizer, Inc. (“Pfizer”) pursuant to a sublease agreement (the “Pfizer Sublease”). In addition, Tenant is currently in possession of the Target Commencement Date for any reason other than Force Majeure delaysEast Wing Portion of the Premises pursuant to a Lease Agreement between Landlord and Tenant dated September 30, this 2009 (as the same has been and may in the future be amended, the “Existing Lease may be terminated by Landlord or Tenant by written notice to Agreement”). Concurrently with the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions mutual execution of this Lease), shall be returned to Tenant, Landlord and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C Pfizer are entering into an amendment (the “Work LetterPfizer Amendment”). If neither ) to Pfizer’s direct lease with Landlord nor Tenant elects (the “Pfizer Lease”) pursuant to void this which the Pfizer Lease within 10 business days will terminate effective as of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after immediately preceding the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021“New Termination Date”); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on above, and shall include any Extension Term(s) pursuant to Section 41 below.” Concurrently with the first page execution of this Lease. Except as set forth in First Amendment, Tenant and Pfizer are entering into an amendment to the Work Letter: (i) Tenant shall accept Sublease to provide for the Premises in their condition early termination of the Sublease effective as of the Commencement New Termination Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled Exhibit D to the benefit of any warranties issued to Landlord Lease is deleted in connection its entirety and replaced with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinExhibit B attached hereto.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding the foregoing, Base Rent payable with respect to the entire Premises shall be abated 1 day for each day after the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays) that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.the
Appears in 1 contract
Samples: Lease Agreement (OvaScience, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Landlord’s Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant ImprovementsDelays” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 90 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the later of August 16, 2013 and the earlier of: (i) the date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be vacant, broom clean condition; or (ii) the date that is 180 days after Landlord could have Delivered the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day Premises but for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDelays. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord shall keep Tenant updated on the progress of Landlord’s Work and shall, from time to time upon written request from Tenant, provide a written notice of the date Landlord anticipates it will Substantially Complete Landlord’s Work. Except as set forth in the Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as otherwise set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for Net Multi-Tenant Laboratory 00000 X. Xxxxxx Pines/Wellspring - Page 3 the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Sublease (Kura Oncology, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that is 1 business day after the mutual execution and delivery of this Lease by the parties. Landlord Delivers shall deliver the Premises to Tenant on the Commencement Date in Tenant Improvement Work Readiness Conditionvacant, broom clean condition free and clear of other tenants and occupants. The “Rent Commencement Date” shall be the date that is 180 30 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsDate. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except Notwithstanding anything to the contrary contained herein, if Tenant and Landlord’s affiliate enter into the Long Term Lease and Tenant exercises its right to terminate the Long Term Lease pursuant to Section 2 thereof, then Tenant shall have the right, by delivery of written notice (the “480 Termination Notice”) to Landlord, to terminate this Lease effective as of the date set forth in the Work Letter480 Termination Notice (the “480 Termination Date”); provided, however, that in no event shall the 480 Termination Date occur prior to the date that is 90 days after the date of the 480 Termination Notice or after the date that is 12 months after the date of the 480 Termination Notice. If the Long Term Lease terminates prior to the anticipated Long Term Lease Commencement Date due to a default by Tenant under the Long Term Lease (beyond any applicable notice and cure periods), then this Lease shall terminate on the later of (A) February 28, 2022, and (B) the date that is 30 days after such termination of the Long Term Lease. Except as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their “as-is” condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for For the period of 365 30 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver make the Premises available to Tenant on or before for Tenant’s Work under the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant Letter within 5 days of full execution of this Lease and Tenant’s delivery of evidence of the Tenant Improvements insurance required hereby and by the Work Letter (“Delivery” or “Deliver”). If Landlord fails is reasonably unable to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does is not reasonably able to Deliver the Premises within 120 60 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may shall be terminated voidable by Landlord or Tenant by written notice to the other, and if so terminated voided by either: (a) so long as Tenant is not in default hereunder, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), Deposit shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness ConditionForce Majeure” shall have the meanings meaning set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”)Section 24. If neither Landlord nor Tenant elects to void this Lease within 10 5 business days of the lapse of such 120 60 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the earlier of: (i) May 1, 2000; and (ii) the date that Landlord Delivers Tenant conducts any business in the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvementsor any part thereof. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseTerm and any Extension Terms which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work Letter, if applicable: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the PremisesRent. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of any or all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (Omeros Corp)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises earlier to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date occur of (which is anticipated to be February i) October 1, 20222020, based on or (ii) the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction termination of the Tenant ImprovementsExisting Lease (as defined below), if the Existing Lease terminates prior to September 30, 2020. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Base Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof. Landlord and Tenant acknowledge and agree that, as of the date hereof, the Premises is currently subject to a lease agreement (as the same has been and may in the future may be amended, the “Existing Lease”) between Landlord and Vividion Therapeutics, Inc., a Delaware corporation (“Vividion”). Tenant agrees that Landlord has no obligation under this Lease with respect to the Premises prior to the Commencement Date. As of the date of this Lease, Tenant occupies the Premises pursuant to a sublease agreement between Vividion and Tenant (the “Existing Sublease”). Commencing on the Commencement Date, Landlord shall make available to Tenant a tenant improvement allowance equal to $10.00 per rentable square foot of the Premises, or $124,420 in the aggregate (the “TI Allowance”) for the payment of design, permit and construction costs incurred in connection with the construction of non-structural, cosmetic improvements in the Premises desired by and performed by Tenant and which improvements shall be of a fixed and permanent nature, as reasonably approved by Landlord (the “Tenant Improvements”). Tenant acknowledges that upon the expiration of the Term of the Lease, the Tenant Improvements paid for out of the TI Allowance shall become the property of Landlord and may not be removed by Tenant. Except for the TI Allowance, Tenant shall be solely responsible for all of the costs of the Tenant Improvements. The Tenant Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of this Lease. The contractor for the Tenant Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors (including the architect), and certificates of insurance from any contractor performing any part of the Tenant Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for the cost of the Tenant Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance) Tenant shall deliver to Landlord the following items: (i) statements setting forth the names of all contractors and subcontractors who did work on the Tenant Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans or marked-up construction drawings for the Tenant Improvements. Landlord shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment installed in the Premises as part of the Tenant Improvements. Notwithstanding the foregoing, if the cost of the Tenant Improvements exceeds the TI Allowance, Tenant shall be required to pay such excess prior to the distribution of the then-remaining unpaid TI Allowance. The TI Allowance shall only be available for use by Tenant for the construction of the Tenant Improvements until the date that is 6 months after the Commencement Date, and any portion of the TI Allowance which has not been requested for reimbursement by Tenant pursuant to the terms of this paragraph on or before the date that is 6 months after the Commencement Date shall be forfeited and shall not be available for use by Tenant. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following conditions precedent (collectively, the “Conditions Precedent”) having been satisfied: (i) Vividion shall have waived in writing its right to extend the term of the Existing Lease, and (ii) the tenant that has a right of first refusal with respect to the Premises, waiving its right of first refusal, all on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. In the event that the Conditions Precedent are not satisfied, Landlord shall have the right to terminate this Lease upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Conditions Precedent to be satisfied. Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession occupancy of the Premises pursuant to the Existing Sublease shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy as of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in Date, with the Tenant Improvement Base Building Work Readiness Condition for construction by Tenant of the Tenant Improvements Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises for any reason within 120 270 days of the Target Commencement Date for any reason other than as such period may be extended by Force Majeure delaysDelays (not to exceed 1 year in the aggregate) and Tenant Delays on a day-for-day basis, this Lease may be terminated by Landlord or Tenant by written notice to Landlord (except that any Tenant Delay shall extend the otherTarget Commencement Date on a day-for-day basis), and if so terminated by eitherterminated: (a) the first month’s Base Rent for the Premises paid by Tenant pursuant to Section 3(a) below shall be refunded to Tenant, (b), the Security Deposit, or any balance thereof (thereof, i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to TenantTenant (and if the Security Deposit is the form of a Letter of Credit [as defined in Section 6], with such documentation or instructions as reasonably required by the issuer thereof to cancel the Letter of Credit), and (bc) neither Landlord nor Tenant shall have any further rights, duties duties, or obligations under this Lease, except with respect to provisions which that expressly survive termination of this Lease. If any Tenant Delay actually delays Landlord’s Delivery of the Base Building Work beyond such 270 day period, then Landlord shall cause the Base Building Architect to certify the date on which the Base Building Work would have been completed but for such Tenant Delay and shall provide such certification to Tenant by written notice, and such certified date shall be the date of Delivery, subject to Tenant’s right to dispute reasonably in good faith any Tenant Delay claimed by Landlord, by written notice to Landlord given within 30 days after Tenant’s receipt of the Base Building Architect’s certification thereof. As used herein, the terms “Base Building Work,” “Base Building Architect,” “Tenant ImprovementsImprovements Work,” “Force Majeure Delays,” “Tenant Delays,” and “Tenant Improvement Work Readiness ConditionSubstantially Completed” shall have the meanings set forth for such terms in the work letter at here to Landlord Work Letter (Exhibit C-1) and the Tenant Work Letter (Exhibit C-2), as Exhibit C (the “Work Letter”)applicable. If neither Landlord nor Tenant elects does not elect to void terminate this Lease within 10 business 30 days of the lapse of such 120 270 day period (as it may be have been extended by Force Majeure delays)as provided above, such right to void terminate this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding In addition to Tenant’s termination right set forth in the foregoingpreceding paragraph, Tenant shall have the right to terminate this Lease as follows:
(1) If Landlord fails to obtain a final and non-appealable building permit for the Base Building Work for any reason within 270 days after April 30, 2019 (such 270 day period ends on Saturday, January 25, 2020) as such period may be extended by Force Majeure Delays (not to exceed 1 year in the aggregate) and Tenant agree Delays on a day-for-day basis, Tenant shall thereafter be entitled to send a written notice to Landlord stating that if Tenant is terminating this Lease because of Landlord’s failure to obtain such final and non-appealable building permit (except that any Governmental Authority having jurisdiction of the ProjectTenant Delay shall extend such 270 day period on a day-for-day basis). Such termination, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandatehowever, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that void if Landlord obtains such a Government Mandate remains in effect final and continues non-appealable building permit within 90 days after receipt of Tenant’s termination notice. Tenant shall send such termination notice to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 Landlord, if at all, within 30 days after the Commencement Date (which is anticipated expiration of such 270 day period as it may have been extended as provided above; otherwise, such right to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of terminate this Lease shall be the Base Term, as defined above on the first page waived 21001083-v13 0000 Xxxxxxx Xxxxxx Xxxxx—REGENXBIO INC.—Page 5 and this Lease shall remain in full force and effect. For purposes of this Leaseparagraph, a “final and non-appealable building permit” means that all applicable appeal periods have expired with no appeal having been taken (or, if appealed, such appeal is resolved to the satisfaction of Landlord).
(2) If Landlord fails to cause the Building to be in a watertight condition for any reason within 270 days after March 31, 2020 (such 270 day period ends on Saturday, December 26, 2020) as such period may be extended by Force Majeure Delays (not to exceed 1 year in the aggregate) and Tenant Delays on a day-for-day basis, Tenant shall thereafter be entitled to send a written notice to Landlord stating that Tenant is terminating this Lease because of Landlord’s failure to cause the Building to be in such watertight condition (except that any Tenant Delay shall extend such 270 day period on a day-for-day basis). Except Such termination, however, shall be void if Landlord causes the Building to be in such watertight condition within 60 days after receipt of Tenant’s termination notice; otherwise, such right to terminate this Lease shall be waived and this Lease shall remain in full force and effect. Tenant shall send such termination notice to Landlord, if at all, within 30 days after the expiration of such 270 day period as it may have been extended as provided above, such right to terminate this Lease shall be waived and this Lease shall remain in full force and effect. The references to “Force Majeure Delays” in paragraphs (1) and (2) above shall be included within the overall 1 year maximum, aggregate time period for all forms of Force Majeure Delays set forth in this Section 2. In case of a termination of this Lease as set forth in paragraphs (1) or (2) above, (A) the Work Letter: (i) Tenant shall accept first month’s Base Rent for the Premises in their condition as of the Commencement Date; (iipaid by Tenant pursuant to Section 3(a) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises below shall be conclusive evidence that Tenant accepts refunded to Tenant, (B), the Premises and that Security Deposit, or any balance thereof, i.e., after deducting therefrom all amounts to which Landlord is entitled under the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions provisions of this Lease, excluding shall be returned to Tenant (and if the obligation to pay Base Rent and Operating Expenses. Notwithstanding Security Deposit is the foregoing, for the period form of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (a Letter of Credit [as defined in Section 136], with such documentation or instructions as reasonably required by the issuer thereof to cancel the Letter of Credit), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that (C) neither Landlord nor Tenant shall have any agent of Landlord has made any representation further rights, duties, or warranty obligations under this Lease, except with respect to the condition provisions that expressly survive termination of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinLease.
Appears in 1 contract
Samples: Lease Agreement (REGENXBIO Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver to Tenant the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) on or before the Target Commencement Date for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant by October 1, 2020 (as such date may be extended for Force Majeure delays (not to exceed 120 days) and delays caused by Tenant, the “Abatement Date”), then Base Rent payable with respect to the Premises shall be abated 1 day for each day from and including the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 120 150 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays (not to exceed 120 days), this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 5 business days of the lapse of such 120 150 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding 731887685.7 The “Commencement Date” shall be the foregoing, date that Landlord and Delivers the Premises to Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes for Tenant’s construction of the Core & Tenant Improvements pursuant to the Work Letter. The “Rent Commencement Date” shall be the earlier to occur of (i) the date that is 9 months after the Commencement Date; provided, however, that if the Tenant Improvements have not been Substantially Completed (as defined in the Work Letter) by the date that is 9 months after the Commencement Date solely due to delays in the Shell Substantial Completion (as defined in the Work Letter), the Target Rent Commencement Date shall be delayed extended 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction Substantial Completion of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers Tenant Improvements was delayed solely due to such delays in the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be Shell Substantial Completion, or (ii) the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021)Tenant Improvements are Substantially Completed; provided, however, that to the extent that Shell Substantial Completion has not been achieved by the date that the Tenant Improvements are Substantially Completed, the Rent Commencement Date shall be delayed extended 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant ImprovementsShell Substantial Completion has not been achieved. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and the Extension Term which Tenant may elect pursuant to Section 40 hereof. Except as set forth in the Work LetterLetter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding anything to the foregoingcontrary contained herein, for the period of 365 90 consecutive days after the Rent Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), ) serving the Premises Premises, unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvementsrepair, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Samples: Lease Agreement (ChemoCentryx, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Date, with Xxxxxxxx’s Work Readiness Condition for construction by Tenant of the Tenant Improvements substantially completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinvoidable. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be the date that Landlord Delivers the Premises to Tenant Tenant. Notwithstanding the foregoing, in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” no event shall be the date that is 180 days after the Commencement Date (which is anticipated be earlier than November 1, 2024. Provided that Tenant has delivered a certificate of insurance reflecting the insurance coverage required to be February 1maintained by Tenant under Section 16, 2022, based on Landlord shall permit Tenant access to the Target Commencement Date Premises for a period of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after up to 5 days prior to the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such Government Mandate precludes FF&E Installation is coordinated with Landlord, and Tenant complies with the terms of this Lease and all other reasonable restrictions and conditions Landlord may impose. The Premises will be delivered to Tenant on the Commencement Date with the fixed and permanent improvements (which, for clarity, excludes the Tenant provided equipment shown) reflected on Exhibit A-1 and shall be furnished with the furniture, fixtures and equipment described on Exhibit A-2 (the “Included FF&E”). For avoidance of doubt, the Included FF&E shall not include the chairs reflected in green on Exhibit A-2, but Tenant shall have the right to purchase and install such construction chairs at its sole cost and expense. As used herein, the term “Landlord’s Work” shall mean the following work which shall be performed by Landlord, at Landlord’s sole cost and expense: (a) those items noted in the callout boxes on Exhibit A-3 attached hereto, and (b) all electrical and mechanical modifications required to support the equipment shown on Exhibit A-3, and per the equipment list provided by Tenant dated November 11, 2023. In connection with Xxxxxx’s occupancy of the Premises, Landlord shall provide suite entry signage and include Tenant’s name on the Building directory. Tenant Improvementsshall not be responsible for the removal of such suite entry and Building directory signage at the expiration or earlier termination of this Lease. Upon request of Landlordeither party, Tenant Landlord and Xxxxxx shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit Destablished; provided, however, TenantXxxxxx’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Upon Tenant’s request, within 5 business days following the Commencement Date, Landlord and Tenant shall conduct a walk-through inspection of the Premises, at a time and date reasonably acceptable to Landlord and Tenant, to create a punch list reasonably acceptable to Landlord and Tenant with respect to Landlord’s Work. Landlord shall be responsible for completing the items reflected on such punch list and will use reasonable efforts to complete such punch list items within a reasonable period after the Commencement Date. Except as otherwise expressly set forth in the Work Letterthis Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenantexcept for punch list items agreed upon by Landlord during the walk-through inspection pursuant to the prior paragraph, Xxxxxx’s taking possession of the Premises shall be conclusive evidence that Tenant Xxxxxx accepts the Premises and that the Premises were in good condition at the time possession was takenPremises. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expensesor Parking Charges. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant Xxxxxx agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon TenantXxxxxx’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Delivery; Acceptance of Premises; Commencement Date. (a) Buildings 1 and 2. Landlord shall use reasonable efforts to deliver Xxxxxxxx 0, Xxxxxxxx 0 and the Premises Central Plant Building to Tenant on or before the Target Initial Commencement Date Date. Except as otherwise provided for in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”). If this Lease, if Landlord fails to timely Deliver deliver Xxxxxxxx 0, Xxxxxxxx 0 and the PremisesCentral Plant Building, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinvoidable. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delays, this Lease may be terminated by Landlord or Tenant by written notice Notwithstanding anything to the othercontrary contained herein, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Leasesuccessful in entering into a lease termination agreement with Biogen Idec Inc. (“Biogen Idec”), shall be returned the existing tenant in Building 1 and Building 2, which lease termination agreement is acceptable to Tenantboth Biogen Idec and Landlord, each in their sole and absolute discretion (b) neither Landlord nor Tenant shall have any further rightsthe “Existing Lease Termination Agreement”), duties or obligations under this Leasewhich provides for, except 5200 Research Place/Illumina — Page 3 among other things, an early termination of Biogen Idec’s lease with respect to provisions which expressly survive termination Building 1 and Building 2 (as well as the Central Plant Building), Landlord shall deliver Xxxxxxxx 0, Xxxxxxxx 0 and the Central Plant Building to Tenant prior to the Target Initial Commencement Date. The period between the date that Landlord delivers any portion of this Lease. As used herein, the terms “Premises for continuous and uninterrupted access to Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here Initial Commencement Date is referred to herein as Exhibit C (the “Work LetterEarly Access Period”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may The Early Access Period shall be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, 1 day for each day of Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell Delay (as defined in the Building 1 and 2 Work Letter)) and for up to 60 days in the aggregate for Force Majeure delays occurring during the Early Access Period which prevent Tenant from constructing the Building 1 and Building 2 Tenant Improvements (as defined in the Building 1 and 2 Work Letter) which were planned to be constructed during the Early Access Period (collectively, the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction “Access Extension Period”). Landlord shall, as part of the Core & Shellnegotiation of the Existing Lease Termination Agreement, require Biogen Idec surrender Building 1 and Building 2 with its furniture, fixtures and equipment described on Exhibit M (“Landlord’s Property”) in place. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that If Landlord Delivers the Premises delivers Building 1 and Building 2 to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated prior to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Initial Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall not be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation required to pay Base Rent with respect to Xxxxxxxx 0, Xxxxxxxx 0 or the Central Plant Building until the Initial Commencement Date (as defined below), and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which ii) Tenant shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems pay Operating Expenses (as defined in Section 13)5) with respect to Xxxxxxxx 0, serving Xxxxxxxx 0 or the Premises Central Plant Building prior to the Initial Commencement Date unless Tenant commences business operations in any portion(s) of Building 1 or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, 2 in which case Tenant shall pay the cost. In addition, Tenant shall be entitled commence paying a proportionate share of Operating Expenses (but not Base Rent) reasonably allocable to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion portion(s) of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and in which Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained hereinhas commenced conducting business operations.
Appears in 1 contract
Samples: Lease Agreement (Illumina Inc)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) the Premises to Tenant for the construction of the Tenant Improvements in the Premises under the Work Letter in Tenant Improvement Work Readiness Condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 120 days of the Target Commencement Date for any reason other than Force Majeure delaysdelays and delays caused by Tenant, this Lease may be terminated by Landlord or Tenant by written notice to the otherLandlord, and if so terminated by eitherTenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms term “Tenant Improvements” and “Tenant Improvement Work Readiness Condition” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects does not elect to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays)period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date in the Tenant Improvement Work Readiness Condition for construction by Tenant of the Tenant Improvements (“Delivery” or “Deliver”)) for Tenant’s construction of the Tenant Improvements pursuant to the Work Letter in Tenant Improvement Work Readiness Condition on or before the Target Commencement Date. If Landlord fails to timely Deliver the PremisesPremises in Tenant Improvement Work Readiness Condition, except as set forth in the following sentence, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided hereinvoidable. If Landlord does not Deliver the Premises within 120 90 days of the Target Commencement Date for any reason other than Force Majeure delaysDelays and Tenant Delays, this Lease may be terminated by Landlord or then Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned entitled to Tenant, and 1 day of abatement of Base Rent (bcalculated at the rate of the Base Rent for the first year of the Term) neither for each day of such delay after such 90-day period until Landlord nor Delivers the Premises in Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this LeaseImprovement Work Readiness Condition. As used herein, the terms “Tenant Improvements,” and “Tenant Improvement Work Readiness Condition” and “Tenant Delays” shall have the meanings set forth for such terms in the work letter at here to as Exhibit C (the “Work Letter”). If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 120 day period (as may be extended by Force Majeure delays), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding the foregoing, Landlord and Tenant agree that if any Governmental Authority having jurisdiction of the Project, as a result of the COVID-19 outbreak in the United States declares or implements any order or mandate that restricts construction activities in San Diego county (any such order or mandate, a “Government Mandate”), then, to the extent such Government Mandate precludes construction of the Core & Shell (as defined in the Work Letter), the Target Commencement Date shall be delayed 1 day for each day that such a Government Mandate remains in effect and continues to preclude such construction of the Core & Shell. 3115 Xxxxxxxxxx/Erasca - Page 3 The “Commencement Date” shall be date that Landlord Delivers the Premises to Tenant in Tenant Improvement Work Readiness Condition. The “Rent Commencement Date” shall be the date that is 180 days after the Commencement Date (which is anticipated to be February 1, 2022, based on the Target Commencement Date of August 1, 2021); provided, however, that the Rent Commencement Date shall be delayed 1 day for each day after the Commencement Date that a Government Mandate that restricts construction activities in San Diego county is in effect to the extent that such Government Mandate precludes such construction of the Tenant Improvements. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Except as set forth in the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Notwithstanding the foregoing, for the period of 365 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to Building Systems (as defined in Section 13), serving the Premises unless Tenant or any Tenant Party was responsible for the cause of such repair or Tenant was responsible for the construction of such Building Systems as part of the Tenant Improvements, in which case Tenant shall pay the cost. In addition, Tenant shall be entitled to the benefit of any warranties issued to Landlord in connection with the Core & Shell for the terms of such warranties to the extent affecting the Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
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