Common use of Delivery of the Property Clause in Contracts

Delivery of the Property. 6.1 The Landlord must deliver the Property (without the surface area of Offices) to the Tenant on the Delivery Date. The Parties shall prepare a Delivery Protocol on the occasion of the delivery of the Property (“Delivery Protocol”). 6.2 If the Tenant does not attend to the delivery of the Property on the Delivery Date, the Property will be considered to have been accepted by the Tenant without reservation. In this case, the Landlord will formalize the Delivery Protocol unilaterally, and must record the Tenant’s absence in the Delivery Protocol itself. 6.3 The Tenant shall be obliged to accept the Property unless it presents Major Defects. It shall be the responsibility of the Landlord to remedy any Minor Defects that have been included in the Delivery Protocol within a maximum period of fifteen (15) Business Days from the execution of the Delivery Protocol, unless the Parties agree otherwise in this regard. It shall be the responsibility of the Landlord to eliminate any Major Defects within a period appropriate to the nature of the Major Defect, but not more than thirty (30) Business Days from the time the Major Defect has been notified by the Tenant. By signing the Delivery Protocol, it will be understood that the Parties confirm that the Property has been delivered free of any defects other than those that the Parties have collected in the Delivery Protocol. 6.4 Any dispute that may arise between the Parties in relation to the nature of the defects will be submitted to the Independent Expert, who will resolve on the nature of each defect. The Parties shall bear the Independent Expert’s fees equally. The Party whose position was confirmed by the Independent Expert may, within five Business Days following the decision of the Independent Expert, claim from the other Party the reimbursement of its participation in the Independent Expert’s fees within a period not exceeding ten (10) Business Days following the request of the Party whose position had been estimated. 6.5 If the delivery of the Property does not take place on the Delivery Date for the reason provided for in Clauses 6.3 and 6.4, the delivery of the Property will take place on the Alternative Delivery Date. Clauses 6.1 to 6.4 shall also apply to the delivery of the Property on the Alternative Delivery Date. 6.6 The Tenant assumes full responsibility for obtaining the Activity License and will compensate the Landlord for any type of cost, harm, damage and/or loss arising from lack of obtaining or delay in obtaining it. In the event of failure to obtain or loss of efficacy of the Activity License, the Tenant may not terminate this Agreement or stop paying the Rent or request the modification of the agreed contractual conditions, except in the event that the lack of Activity License or its subsequent cancellation or revocation is attributable to the Landlord. The Tenant shall provide the Landlord with a copy of its Activity License and any documentation related to the Activity License. The Tenant knows and accepts that obtaining the Activity License requires the Tenant to obtain a favorable resolution issued by the competent administration upon the request for exceptionality to the application to the Property of Royal Decree 2267/2004, of December 3rd, approving the Fire Safety Regulations in Industrial Establishments (“RSCIEI”), by submitting to the competent authorities a services study that justifies equivalent security in terms of the Tenant’s activity as provided for in the RSCIEI itself (the “Services Study”). For these purposes, the Landlord has agreed to (i) draft a Services Study within sixty (60) days from the date on which the Tenant provides the Landlord with the detail of the Tenant’s activity on the points detailed in ANNEX 8 and (ii) to submit said Services Study to the competent administration in instrumental form, for the mere purposes of its administrative processing, at the expense and risk and at the cost of the Tenant itself. The Tenant, for its part, undertakes to comply, at its own expense, with any and all requirements that the competent administration may make in relation to the request for exceptionality and its favorable resolution mentioned above.

Delivery of the Property. 6.1 The Landlord must deliver 3.1 Party A shall complete construction and inspection of the Property before February 10, 2014 (without hereinafter referred to as the surface area “agreed date of Officesdelivery”) and notify Party B to acknowledge acceptance of the Property in writing twenty (20) working days prior to the Tenant on agreed date of delivery. Party A shall be entitled to refuse delivery of the Property without any liability for delay of delivery in the case Party B has caused any delay in payment of the Purchase Consideration and Party A fails to receive the agreed amount before the agreed date of delivery. The following standards shall be satisfied upon delivery of the Property: (1) The Property being completed and be deliverable; (2) The Approval for Acceptance of Planning and the Form of Final Completion for Filing regarding the Property being obtained; (3) The utilities of water supply and power supply and elevators are in working order; (4) All other facilities of the Property shall reach the standards for delivery as prescribed in Appendix 5; and (5) The Property shall satisfy other legal standards for completion and comprehensive inspection. When delivering the Property, Party A shall provide Party B with the construction and project materials related to the Property, including: (1) Final acceptance materials, such as the general plan of completed projects and as-built drawings of single building, structure, equipment and supported facilities; (2) Copies of the Form of Final Completion for Filing; and (3) Other materials relevant to the Property and the property management thereof. 3.2 Party B shall inspect the Property within twenty (20) working days after receiving Party A’s delivery notice and shall issue an acceptance notice if the Property passes the acceptance inspection. In the case where the Property has been found in violation with any requirement under national or local laws, regulations, rules and norms concerned, or as well as Appendix 5 during inspection, Party B shall issue a rectification notice in writing. Party A shall complete such rectification within one month; if impossible, it shall provide a written rectification commitment to Party B, assuring Party B of the term of rectification and quality. If Party B believes the Property, after rectification, is in material violation with any relevant laws and regulations, or significantly inconsistent with the delivery standards and may actually affect the legal rights and interests of Party B, Party B may appoint an evaluation agency acceptable to both parties to conduct an evaluation. If Party B’s opinion is confirmed after evaluation, Party B shall be entitled to refuse delivery by sending a written notice to Party A and the liabilities for delay of delivery as well as the evaluation fees shall be borne by Party A. Otherwise, Party B shall bear the evaluation fees. 3.3 Failure of Party B to issue an acceptance notice or a written rectification notice within 20 working days after Party A issues the delivery notice shall be deemed as acceptance by Party B of the Property. 3.4 Both parties shall execute the Delivery DateReceipt of the Property after the inspection and acceptance of the Property. The Parties shall prepare a Delivery Protocol on the occasion date of the Delivery Receipt of the Property shall be deemed as the date of actual delivery of the Property (hereinafter referred to as the “actual delivery date”) and Party A shall be deemed performed of its obligation of delivery. If Party B delays execution of or is reluctant to execute the Delivery Protocol”). 6.2 If the Tenant does not attend to the delivery Receipt of the Property after the Property after the inspection and acceptance of the Property, or if Party A provides the rectification commitment, it shall be deemed that Party A has performed its obligation of delivery. 3.5 Both parties agree that any and all risks of damage and loss of the Property shall be transferred to Party B and any and all expenses related to the Property, including property management fees and utilities fees, shall be borne by Party B from the actual delivery date. Party B shall assume any and all liabilities and obligations stipulated in the rules of the property management company concerning property use, management and maintenance. 3.6 If the Property fails to be delivered before or on the Delivery Dateagreed date of delivery due to any fault on the part of Party B, the risks and expenses incurred during this period, including damage or loss of the Property will and property management fee, shall be considered assumed by Party B. 3.7 Both parties shall separately execute a maintenance agreement. 3.8 Party B shall have the right to have been accepted name the Property or set up its trade name, logo, nameplate, direction boards or billboards on the roof or on the external wall of or around the Property, provided that the specific plan on such naming and setup shall be subject to the consent of Party A and be harmonious with the overall planning of the International Electronic Headquarters and conform to the requirements by the Tenant without reservation. In this case, the Landlord will formalize the Delivery Protocol unilaterally, and must record the Tenant’s absence in the Delivery Protocol itself. 6.3 The Tenant shall be obliged to accept the Property unless it presents Major Defects. It shall be the responsibility of the Landlord to remedy any Minor Defects that have been included in the Delivery Protocol within a maximum period of fifteen (15) Business Days from the execution of the Delivery Protocol, unless the Parties agree otherwise competent authorities in this regard. It Party B shall be liable for going through relevant approval procedures and Party A promises to provide relevant documents and certifications. All the responsibility expenses arising from or related to such approval and examination procedures shall be borne by Party B. 3.9 Given the titles of the Landlord building, of which the Property is a part, and the corresponding underground parking area belongs to eliminate any Major Defects within Party A, Party A agree to lease the remaining parking lots to Party B in the proportion of the area it bought after appropriating several public parking lots; 3.9.1 Party A may determine the specific position of such parking lots in the principle of a period appropriate near position to the nature Property; 3.9.2 Party A shall grant rent concession to Party B; 3.9.3 The parking lots rent by Party B may not be used for other purposes except for parking by employees of Party B; and 3.9.4 The number, position and rent of the Major Defectparking lots shall be separately negotiated by both parties. 3.10 Party B agrees to appoint Party A’s property management company to provide property management services, but not more than thirty (30) Business Days from the time the Major Defect has been notified by the Tenant. By signing the Delivery Protocol, it will which may be understood that the Parties confirm that separately stipulated in the Property has been delivered free of any defects other than those that the Parties have collected in the Delivery ProtocolManagement Service Agreement. 6.4 Any dispute that may arise between the Parties in relation to the nature of the defects will be submitted to the Independent Expert, who will resolve on the nature of each defect. The Parties shall bear the Independent Expert’s fees equally. The Party whose position was confirmed by the Independent Expert may, within five Business Days following the decision of the Independent Expert, claim from the other Party the reimbursement of its participation in the Independent Expert’s fees within a period not exceeding ten (10) Business Days following the request of the Party whose position had been estimated. 6.5 If the delivery of the Property does not take place on the Delivery Date for the reason provided for in Clauses 6.3 and 6.4, the delivery of the Property will take place on the Alternative Delivery Date. Clauses 6.1 to 6.4 shall also apply to the delivery of the Property on the Alternative Delivery Date. 6.6 The Tenant assumes full responsibility for obtaining the Activity License and will compensate the Landlord for any type of cost, harm, damage and/or loss arising from lack of obtaining or delay in obtaining it. In the event of failure to obtain or loss of efficacy of the Activity License, the Tenant may not terminate this Agreement or stop paying the Rent or request the modification of the agreed contractual conditions, except in the event that the lack of Activity License or its subsequent cancellation or revocation is attributable to the Landlord. The Tenant shall provide the Landlord with a copy of its Activity License and any documentation related to the Activity License. The Tenant knows and accepts that obtaining the Activity License requires the Tenant to obtain a favorable resolution issued by the competent administration upon the request for exceptionality to the application to the Property of Royal Decree 2267/2004, of December 3rd, approving the Fire Safety Regulations in Industrial Establishments (“RSCIEI”), by submitting to the competent authorities a services study that justifies equivalent security in terms of the Tenant’s activity as provided for in the RSCIEI itself (the “Services Study”). For these purposes, the Landlord has agreed to (i) draft a Services Study within sixty (60) days from the date on which the Tenant provides the Landlord with the detail of the Tenant’s activity on the points detailed in ANNEX 8 and (ii) to submit said Services Study to the competent administration in instrumental form, for the mere purposes of its administrative processing, at the expense and risk and at the cost of the Tenant itself. The Tenant, for its part, undertakes to comply, at its own expense, with any and all requirements that the competent administration may make in relation to the request for exceptionality and its favorable resolution mentioned above.

Delivery of the Property. 6.1 The Landlord must deliver 3.1 Party A shall complete construction and inspection of the Property before February 1, 2013 (without hereinafter referred to as the surface area “agreed date of Officesdelivery”) and notify Party B to acknowledge acceptance of the Property in writing twenty (20) working days prior to the Tenant on agreed date of delivery. Party A shall be entitled to refuse delivery of the Property without any liability for delay of delivery in the case Party B has caused any delay in payment of the Purchase Consideration and Party A fails to receive the agreed amount before the agreed date of delivery. The following standards shall be satisfied upon delivery of the Property: (1) The Property being completed and be deliverable; (2) The Approval for Acceptance of Planning and the Form of Final Completion for Filing regarding the Property being obtained; (3) The utilities of water supply and power supply and elevators are in working order; (4) All other facilities of the Property shall reach the standards for delivery as prescribed in Appendix 5; and (5) The Property shall satisfy other legal standards for completion and comprehensive inspection. When delivering the Property, Party A shall provide Party B with the construction and project materials related to the Property, including: (1) Final acceptance materials, such as the general plan of completed projects and as-built drawings of single building, structure, equipment and supported facilities; (2) Copies of the Form of Final Completion for Filing; and (3) Other materials relevant to the Property and the property management thereof. 3.2 Party B shall inspect the Property within twenty (20) working days after receiving Party A’s delivery notice and shall issue an acceptance notice if the Property passes the acceptance inspection. In the case where the Property has been found in violation with any requirement under national or local laws, regulations, rules and norms concerned, or as well as Appendix 5 during inspection, Party B shall issue a rectification notice in writing. Party A shall complete such rectification within one month; if impossible, it shall provide a written rectification commitment to Party B, assuring Party B of the term of rectification and quality. If Party B believes the Property, after rectification, is in material violation with any relevant laws and regulations, or significantly inconsistent with the delivery standards and may actually affect the legal rights and interests of Party B, Party B may appoint an evaluation agency acceptable to both parties to conduct an evaluation. If Party B’s opinion is confirmed after evaluation, Party B shall be entitled to refuse delivery by sending a written notice to Party A and the liabilities for delay of delivery as well as the evaluation fees shall be borne by Party A. Otherwise, Party B shall bear the evaluation fees. 3.3 Failure of Party B to issue an acceptance notice or a written rectification notice within 20 working days after Party A issues the delivery notice shall be deemed as acceptance by Party B of the Property. 3.4 Both parties shall execute the Delivery DateReceipt of the Property after the inspection and acceptance of the Property. The Parties shall prepare a Delivery Protocol on the occasion date of the Delivery Receipt of the Property shall be deemed as the date of actual delivery of the Property (hereinafter referred to as the “actual delivery date”) and Party A shall be deemed performed of its obligation of delivery. If Party B delays execution of or is reluctant to execute the Delivery Protocol”). 6.2 If the Tenant does not attend to the delivery Receipt of the Property after the Property after the inspection and acceptance of the Property, or if Party A provides the rectification commitment, it shall be deemed that Party A has performed its obligation of delivery. 3.5 Both parties agree that any and all risks of damage and loss of the Property shall be transferred to Party B and any and all expenses related to the Property, including property management fees and utilities fees, shall be borne by Party B from the actual delivery date. Party B shall assume any and all liabilities and obligations stipulated in the rules of the property management company concerning property use, management and maintenance. 3.6 If the Property fails to be delivered before or on the Delivery Dateagreed date of delivery due to any fault on the part of Party B, the risks and expenses incurred during this period, including damage or loss of the Property will and property management fee, shall be considered assumed by Party B. 3.7 Both parties shall separately execute a maintenance agreement. 3.8 Party B shall have the right to have been accepted name the Property or set up its trade name, logo, nameplate, direction boards or billboards on the roof or on the external wall of or around the Property, provided that the specific plan on such naming and setup shall be subject to the consent of Party A and be harmonious with the overall planning of the International Electronic Headquarters and conform to the requirements by the Tenant without reservation. In this case, the Landlord will formalize the Delivery Protocol unilaterally, and must record the Tenant’s absence in the Delivery Protocol itself. 6.3 The Tenant shall be obliged to accept the Property unless it presents Major Defects. It shall be the responsibility of the Landlord to remedy any Minor Defects that have been included in the Delivery Protocol within a maximum period of fifteen (15) Business Days from the execution of the Delivery Protocol, unless the Parties agree otherwise competent authorities in this regard. It Party B shall be liable for going through relevant approval procedures and Party A promises to provide relevant documents and certifications. All the responsibility expenses arising from or related to such approval and examination procedures shall be borne by Party B. 3.9 Given the titles of the Landlord building, of which the Property is a part, and the corresponding underground parking area belongs to eliminate any Major Defects within Party A, Party A agree to lease the remaining parking lots to Party B in the proportion of the area it bought after appropriating several public parking lots; 3.9.1 Party A may determine the specific position of such parking lots in the principle of a period appropriate near position to the nature Property; 3.9.2 Party A shall grant rent concession to Party B; 3.9.3 The parking lots rent by Party B may not be used for other purposes except for parking by employees of Party B; and 3.9.4 The number, position and rent of the Major Defectparking lots shall be separately negotiated by both parties. 3.10 Party B agrees to appoint Party A’s property management company to provide property management services, but not more than thirty (30) Business Days from the time the Major Defect has been notified by the Tenant. By signing the Delivery Protocol, it will which may be understood that the Parties confirm that separately stipulated in the Property has been delivered free of any defects other than those that the Parties have collected in the Delivery ProtocolManagement Service Agreement. 6.4 Any dispute that may arise between the Parties in relation to the nature of the defects will be submitted to the Independent Expert, who will resolve on the nature of each defect. The Parties shall bear the Independent Expert’s fees equally. The Party whose position was confirmed by the Independent Expert may, within five Business Days following the decision of the Independent Expert, claim from the other Party the reimbursement of its participation in the Independent Expert’s fees within a period not exceeding ten (10) Business Days following the request of the Party whose position had been estimated. 6.5 If the delivery of the Property does not take place on the Delivery Date for the reason provided for in Clauses 6.3 and 6.4, the delivery of the Property will take place on the Alternative Delivery Date. Clauses 6.1 to 6.4 shall also apply to the delivery of the Property on the Alternative Delivery Date. 6.6 The Tenant assumes full responsibility for obtaining the Activity License and will compensate the Landlord for any type of cost, harm, damage and/or loss arising from lack of obtaining or delay in obtaining it. In the event of failure to obtain or loss of efficacy of the Activity License, the Tenant may not terminate this Agreement or stop paying the Rent or request the modification of the agreed contractual conditions, except in the event that the lack of Activity License or its subsequent cancellation or revocation is attributable to the Landlord. The Tenant shall provide the Landlord with a copy of its Activity License and any documentation related to the Activity License. The Tenant knows and accepts that obtaining the Activity License requires the Tenant to obtain a favorable resolution issued by the competent administration upon the request for exceptionality to the application to the Property of Royal Decree 2267/2004, of December 3rd, approving the Fire Safety Regulations in Industrial Establishments (“RSCIEI”), by submitting to the competent authorities a services study that justifies equivalent security in terms of the Tenant’s activity as provided for in the RSCIEI itself (the “Services Study”). For these purposes, the Landlord has agreed to (i) draft a Services Study within sixty (60) days from the date on which the Tenant provides the Landlord with the detail of the Tenant’s activity on the points detailed in ANNEX 8 and (ii) to submit said Services Study to the competent administration in instrumental form, for the mere purposes of its administrative processing, at the expense and risk and at the cost of the Tenant itself. The Tenant, for its part, undertakes to comply, at its own expense, with any and all requirements that the competent administration may make in relation to the request for exceptionality and its favorable resolution mentioned above.