Common use of Disbursement of Landlord’s Allowance Clause in Contracts

Disbursement of Landlord’s Allowance. Landlord shall disburse Landlord’s Allowance directly to Tenant following the Substantial Completion of the Tenant Improvements in their entirety and the completion of all “punch-list” items (as those terms are defined in Paragraph 4.c. of the Lease), which disbursement shall be made by Landlord to Tenant in one (1) lump sum within thirty (30) days after Landlord’s receipt of (A) invoices of Tenant’s Contractor to be furnished to Landlord by Tenant covering all work actually performed and construction and materials in place (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) a certificate from Tenant’s Architect certifying that the Tenant Improvements have been Substantially Completed and all punch-list work performed in accordance with the Construction Drawings, and (C) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities that performed work or supplied materials (all such waivers to be in the forms prescribed by the applicable provisions of the California Civil Code). Notwithstanding the foregoing, if Landlord determines that any portion or portions of the requested disbursement amount should not be disbursed because all of the above-referenced requirements for disbursement (or any other disbursement requirements expressly provided for in Paragraph 4.e.i. above) have not been met with regard to such portions, then Landlord shall disburse the portions of the requested disbursement for which all of the requirements have been met and notify Tenant in writing of the additional requirements that need to be met in order for the remainder of the requested disbursement to be disbursed. Upon Tenant’s satisfaction of such remaining requirements, Landlord shall disburse the subject withheld amounts. If Landlord does not make the disbursement for a portion or portions of the requested disbursement (as provided in the penultimate sentence of the immediately preceding grammatical paragraph) and Tenant determines that Tenant has complied with all of the applicable requirements for the withheld portion or portions of the disbursement to be disbursed, then Tenant may send Landlord a written notice stating why Tenant has determined that the disbursement was required (the “Disbursement Failure Notice”) and, if the parties are unable, within thirty (30) days following Landlord’s receipt of the Disbursement Failure Notice, to resolve the disagreement with regard to the subject withheld portion of the requested disbursement, then either party may submit the issue to the dispute resolution procedure provided for in Paragraph 4.n. below and the results of such procedure shall be binding. If it is mutually agreed by Landlord and Tenant in writing (or confirmed in writing through the dispute resolution procedure in Paragraph 4.n. below) that Tenant has met all of the requirements for the disbursement of the withheld portion of Landlord’s Allowance that is the subject of the dispute and Landlord does not, within thirty (30) days following such written agreement or confirmation, disburse the subject amount to Tenant, then Tenant may deduct the subject amount (together with interest at the Interest Rate) from Tenant’s rental payments next due until such sums have been fully offset. Tenant shall pay for all costs of the construction of the Tenant Improvements in excess of Landlord’s Allowance.”

Disbursement of Landlord’s Allowance. Landlord shall disburse Landlord’s Allowance directly to Tenant’s Contractor and/or to the applicable subcontractors, as Tenant following the Substantial Completion of the Tenant Improvements in their entirety shall reasonably determine. Landlord’s disbursements shall be on a monthly basis and the completion of all “punch-list” items (as those terms are defined in Paragraph 4.c. of the Lease), which disbursement shall be made by Landlord to Tenant in one (1) lump sum within thirty (30) days after Landlord’s receipt of (A) invoices of Tenant’s Contractor to be furnished to Landlord by Tenant covering all work actually performed and performed, construction in place and materials in place delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) a certificate from Tenant’s Architect certifying that the Tenant Improvements have work evidenced by such invoices has been Substantially Completed and all punch-list work performed in accordance with the Construction Drawings, (C) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (CD) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities that performed performing the work or supplied supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by the applicable provisions of the California Civil Code). Notwithstanding No payment will be made for materials or supplies not located in the foregoing, if Premises. Landlord determines that may withhold the amount of any portion or portions of the requested disbursement amount should not be disbursed because and all of the above-referenced requirements for disbursement (or any other disbursement requirements expressly retentions provided for in Paragraph 4.e.i. above) have not been met with regard to such portions, then Landlord shall disburse the portions original contracts or subcontracts until expiration of the requested disbursement for which all applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by the applicable provisions of the requirements have been met and notify Tenant in writing of the additional requirements that need to be met in order for the remainder of the requested disbursement to be disbursed. Upon California Civil Code) from Tenant’s satisfaction of such remaining requirements, Landlord shall disburse Contractor and all subcontractors and suppliers involved in the subject withheld amountsTenant Improvements. If Landlord does not make the disbursement for a portion or portions of the requested disbursement (as provided in the penultimate sentence of the immediately preceding grammatical paragraph) and Tenant determines that Tenant has complied with all of the applicable requirements for a particular disbursement request submitted by Tenant under this Paragraph 4.e., and that Landlord has failed to timely make the withheld portion or portions of the required disbursement pursuant to be disbursedthis Paragraph 4.e., then Tenant may send Landlord a written notice (a “Disbursement Failure Notice”) stating why Tenant has determined that the a particular disbursement was required (and that Landlord failed to disburse the “required sums within the required period. If Tenant delivers a Disbursement Failure Notice”) and, if the parties are unableNotice to Landlord and Landlord fails, within thirty ten (3010) days Business Days following Landlord’s receipt of the Disbursement Failure Notice, to resolve the disagreement with regard to either (x) disburse the subject withheld portion sums requested by Tenant to be disbursed or (y) notify Tenant in writing of the particular reasons that Landlord has determined that the requested disbursementsums are not yet required to be disbursed (for example, without limitation, that acceptable invoices were not included with the disbursement requests or that all of required lien waivers were not included with the disbursement request) then Tenant may send Landlord a second written notice in the same form as required above and, if Landlord does not comply with either (x) or (y) above within five (5) Business Days following receipt of the second written notice, then Tenant shall be entitled to fund the amount set forth in the subject disbursement request and deduct the subject sums together with interest at the Interest Rate from Tenant’s rental payments next due until such sums have been fully offset; provided that, concurrently with Tenant’s funding of the subject disbursement amount itself, Tenant shall notify Landlord in writing of the amount so funded by Tenant. Further, if Landlord, in accordance with (y) above, timely notifies Tenant in writing of Landlord’s particular reasons for not disbursing the requested sums and Tenant disagrees with Landlord that the requirements for disbursement were not met, then either party may submit the issue to the dispute resolution procedure provided for in Paragraph 4.n. below and the results of such procedure shall be binding. If and to the extent it is mutually agreed determined by Landlord and Tenant in writing (or confirmed in writing is determined through the dispute resolution procedure in Paragraph 4.n. below) that Landlord failed to timely fund a monthly disbursement and such failure caused Tenant has met all of to reasonably incur any reasonable additional costs or any penalty or fee payable to Tenant’s Contractor or to Tenant’s vendors supplying materials or services with respect to the requirements Tenant Improvements, Landlord will be responsible for such penalty or fee and Tenant shall request reimbursement therefor in accordance with the procedures set forth above for a disbursement of the withheld portion of Landlord’s Allowance, with the total amount of such penalty or fee to be added to the Landlord Allowance that is amount available to Tenant; additionally, any delay in the subject construction of the dispute and Tenant Improvements resulting from such failure to fund a disbursement will be a Landlord does notDelay. At such time as Landlord pays the required funds to the appropriate parties, within thirty (30) days following Tenant shall have no further right to continue such written agreement or confirmation, disburse the subject amount to Tenant, then Tenant may deduct the subject amount (together with interest at the Interest Rate) from Tenant’s rental offset against rent payments next due until such sums have been fully offsetunder this Lease. Tenant shall pay for all costs of the construction of the Tenant Improvements in excess of Landlord’s AllowanceAllowance (the “Excess Cost”). At such time as the Landlord’s Allowance has been entirely disbursed in accordance with the provisions above, Tenant shall pay the Excess Cost, if any, which payments shall be made in installments as construction progresses directly to Tenant’s Contractor and/or the applicable subcontractors. Tenant shall furnish to Landlord copies of receipted invoices for all payments made by Tenant for the Excess Costs and the lien waivers (as described above) for all such payments.”

Disbursement of Landlord’s Allowance. Landlord shall disburse Landlord’s Allowance directly to Tenant following the Substantial Completion of the Tenant Improvements in their entirety for all of the Additional Premises and the completion of all “punch-list” items (as those terms are defined in Paragraph 4.c2.c. of the Leaseabove), which disbursement shall be made by Landlord to Tenant in one (1) lump sum within thirty (30) days after Landlord’s receipt of (A) invoices of Tenant’s Contractor to be furnished to Landlord by Tenant covering all work actually performed and construction and materials in place (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) a certificate from Tenant’s Architect certifying that the Tenant Improvements have been Substantially Completed and all punch-list work performed in accordance with the Construction Drawings, and (C) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities that performed work or supplied materials (all such waivers to be in the forms prescribed by the applicable provisions of the California Civil Code). Notwithstanding the foregoing, if Landlord determines that any portion or portions of the requested disbursement amount should not be disbursed because all of the above-referenced requirements for disbursement (or any other disbursement requirements expressly provided for in Paragraph 4.e.i2.e.i. above) have not been met with regard to such portions, then Landlord shall disburse the portions of the requested disbursement for which all of the requirements have been met and notify Tenant in writing of the additional requirements that need to be met in order for the remainder of the requested disbursement to be disbursed. Upon Tenant’s satisfaction of such remaining requirements, Landlord shall disburse the subject withheld amounts. If Landlord does not make the disbursement for a portion or portions of the requested disbursement (as provided in the penultimate sentence of the immediately preceding grammatical paragraph) and Tenant determines that Tenant has complied with all of the applicable requirements for the withheld portion or portions of the disbursement to be disbursed, then Tenant may send Landlord a written notice stating why Tenant has determined that the disbursement was required (the “Disbursement Failure Notice”) and, if the parties are unable, within thirty (30) days following Landlord’s receipt of the Disbursement Failure Notice, to resolve the disagreement with regard to the subject withheld portion of the requested disbursement, then either party may submit the issue to the dispute resolution procedure provided for in Paragraph 4.n2.j. below and the results of such procedure shall be binding. If it is mutually agreed by Landlord and Tenant in writing (or confirmed in writing through the dispute resolution procedure in Paragraph 4.n2.j. below) that Tenant has met all of the requirements for the disbursement of the withheld portion of Landlord’s Allowance that is the subject of the dispute and Landlord does not, within thirty (30) days following such written agreement or confirmation, disburse the subject amount to Tenant, then Tenant may deduct the subject amount (together with interest at the Interest Rate) from Tenant’s rental payments next due until such sums have been fully offset. Tenant shall pay for all costs of the construction of the Tenant Improvements in excess of Landlord’s AllowanceAllowance and shall submit to Landlord unconditional lien waivers with regard to such excess costs executed by Tenant’s Contractor and the persons and entities that performed the subject work or supplied materials.”

Disbursement of Landlord’s Allowance. Landlord shall disburse Landlord’s Allowance directly to Tenant following Tenant, Tenant’s Contractor and/or to the Substantial Completion of the Tenant Improvements in their entirety applicable subcontractors, as specified by Tenant. Landlord’s disbursements shall be on a monthly basis and the completion of all “punch-list” items (as those terms are defined in Paragraph 4.c. of the Lease), which disbursement shall be made by Landlord to Tenant in one (1) lump sum within thirty (30) days after Landlord’s receipt of (A) invoices of Tenant’s Contractor to be furnished to Landlord by Tenant covering all work actually performed and performed, construction in place and materials in place delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) a certificate from Tenant’s Architect architect certifying that the Tenant Improvements have work evidenced by such invoices has been Substantially Completed and all punch-list work performed in accordance with the Construction Drawings, (C) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (CD) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities that performed performing the work or supplied supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by the applicable provisions of the California Civil Codegovernmental codes). Notwithstanding No payment will be made for materials or supplies not located in the foregoing, if Premises. Landlord determines that may withhold the amount of any portion or portions of the requested disbursement amount should not be disbursed because and all of the above-referenced requirements for disbursement (or any other disbursement requirements expressly retentions provided for in Paragraph 4.e.i. above) have not been met with regard to such portions, then Landlord shall disburse the portions of the requested disbursement for which all of the requirements have been met and notify Tenant in writing of the additional requirements that need to be met in order for the remainder of the requested disbursement to be disbursed. Upon Tenant’s satisfaction of such remaining requirements, Landlord shall disburse the subject withheld amounts. If Landlord does not make the disbursement for a portion original contracts or portions of the requested disbursement (as provided in the penultimate sentence of the immediately preceding grammatical paragraph) and Tenant determines that Tenant has complied with all subcontracts until expiration of the applicable requirements for the withheld portion lien periods or portions of the disbursement to be disbursed, then Tenant may send Landlord a written notice stating why Tenant has determined that the disbursement was required (the “Disbursement Failure Notice”) and, if the parties are unable, within thirty (30) days following Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the Disbursement Failure Notice, to resolve form prescribed by the disagreement with regard to the subject withheld portion applicable provisions of the requested disbursement, then either party may submit the issue to the dispute resolution procedure provided for in Paragraph 4.n. below and the results of such procedure shall be binding. If it is mutually agreed by Landlord and Tenant in writing (or confirmed in writing through the dispute resolution procedure in Paragraph 4.n. below) that Tenant has met all of the requirements for the disbursement of the withheld portion of Landlord’s Allowance that is the subject of the dispute and Landlord does not, within thirty (30) days following such written agreement or confirmation, disburse the subject amount to Tenant, then Tenant may deduct the subject amount (together with interest at the Interest Rateapplicable governmental codes) from Tenant’s rental payments next due until such sums have been fully offsetContractor and all subcontractors and suppliers involved in the Renovation Alterations. Tenant shall pay for all costs of the construction of the Tenant Improvements Renovation Alterations in excess of Landlord’s AllowanceAllowance (the “Excess Cost”). Based on the estimated cost of the construction of the Renovation Alterations, as shown on the budget for the construction of the Renovation Alterations (as reasonably approved by Landlord and Tenant) (the “Estimated Costs”), the pro-rata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of the construction (including the applicable portion of the applicable fees) as the same is performed, in accordance with their respective Share of Costs for the construction, with such payments being made directly to Tenant’s Contractor and/or the applicable subcontractors. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, directly to Tenant’s Contractor and/or the applicable subcontractors. Tenant shall furnish to Landlord copies of receipted invoices for all payments made directly by Tenant for the costs of the Renovation Alterations and such waivers of lien rights as Landlord may reasonably require.”