Common use of Final Condition Clause in Contracts

Final Condition. The “Final Condition” of the applicable Building shall mean that (A) the Base, Shell and Core of such Building has been substantially completed in accordance with the Base Building Construction Drawings and Specifications and Applicable Laws to the extent necessary for Landlord to obtain a certificate of occupancy or temporary certificate of occupancy, or legal equivalent (each, a “CofO”), for the applicable Base, Shell and Core, and (B) the Common Areas that relate to Tenant’s use or occupancy of the applicable Phase have been substantially completed in accordance with the Base Building Construction Drawings and Specifications and Applicable Laws to the extent necessary for Landlord to obtain a CofO, excluding the completion of “punch-list” items (the “Base Building Punch List Items”). The Final Condition of the Premises shall be deemed to occur on the date such Final Condition would have occurred but for Tenant Delays. As used herein, the term “Tenant Delay” shall mean an actual delay in achieving the Delivery Condition or Final Condition to the extent caused by: (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval relating to the construction of the Base, Shell and Core; or (ii) unreasonable (when judged in accordance with industry custom and practice) interference by Tenant, its agents or other Tenant Parties with the substantial completion of the Base, Shell and Core which interference continues for more than one (1) business day following written notice from Landlord. For purposes of clarification, Base Building Punch List Items shall not include any items that would (I) materially interfere with the operation of Tenant’s business from the applicable Phase or (II) prevent Tenant from obtaining a CofO for the applicable Phase following Tenant’s substantial completion of the Improvements in the applicable Phase. Without limiting the foregoing, the Final Condition with respect to a particular Phase shall not be deemed to have occurred, other than as a result of Tenant Delays, unless (i) Tenant has access to and from the applicable Building, the applicable Phase and the Parking Facilities, (ii) Tenant has use of the Parking Facilities, (iii) all Building Systems serving the applicable Phase are complete (except for Base Building Punch List items applicable thereto) and Landlord is providing services to the applicable Phase in accordance with the requirements of the Lease, and (iv) Tenant may conduct its business from the applicable Phase without material interference. Furthermore, Landlord shall promptly and diligently proceed to fully complete all Base Building Punch List Items within two (2) months after the date of Final Condition and in a manner calculated to minimize interference with the operation of Tenant’s business at the Premises. Upon receipt, Landlord shall provide Tenant with a copy of the final Certificate for Payment issued by Landlord’s architect (as defined in the A102 of Landlord’s construction contract).

Final Condition. The “Final Condition” of the applicable Building shall mean that (A) the Base, Shell and Core of such the Building has been substantially completed in accordance with the Base Building Plans (as the same may be modified in accordance with the terms and conditions of this Tenant Work Letter), as certified by Landlord’s architect, with the exception of any punch list items (the “Base Building Punch List Items”). The date that Landlord causes the Final Condition to occur shall be referred to as the “Final Condition Date”. The Final Condition Date shall be deemed to occur on the date the Final Condition would have occurred but for Tenant Delays and any delays caused by Tenant’s physical alteration of the items of the Base, Shell and Core on any floor of the Premises or Tenant’s failure to complete or construct any portion of the Tenant Construction Drawings Items or Tenant Improvements (including temporary or permanent life-safety work or fire sprinkler work) (such altered item or item that Tenant fails to construct shall each be a “TI Item”), which altered or unconstructed TI Item or any other Tenant Delay interferes with Landlord’s ability to cause the substantial completion of the Base, Shell and Specifications and Applicable Laws Core; provided that to the extent Landlord reasonably determines that the altered or unconstructed TI Item will delay the substantial completion of the Base, Shell and Core, Landlord may, upon prior notice to Tenant, perform such Tenant Construction Items or modify such altered TI Item or construct the unconstructed TI Item or Tenant Construction Item, and deduct the cost thereof (as reasonably determined by Landlord) from the Tenant Improvement Allowance, in a manner necessary for Landlord to obtain cause the substantial completion of the Base, Shell and Core. For purposes of clarification, Base Building Punch List Items shall not include any items that would (A) materially interfere with the operation of Tenant’s business from the Premises or (B) prevent Tenant from obtaining a certificate of occupancy or temporary certificate of occupancy, or legal equivalent (each, a “CofO”), ) for the applicable Base, Shell and Core, and (B) the Common Areas that relate to Tenant’s use or occupancy of the applicable Phase have been substantially completed in accordance with the Base Building Construction Drawings and Specifications and Applicable Laws to the extent necessary for Landlord to obtain a CofO, excluding the completion of “punch-list” items (the “Base Building Punch List Items”). The Final Condition of the Premises shall be deemed to occur on the date such Final Condition would have occurred but for Tenant Delays. As used herein, the term “Tenant Delay” shall mean an actual delay in achieving the Delivery Condition or Final Condition to the extent caused by: (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval relating to the construction of the Base, Shell and Core; or (ii) unreasonable (when judged in accordance with industry custom and practice) interference by Tenant, its agents or other Tenant Parties with the substantial completion of the Base, Shell and Core which interference continues for more than one (1) business day following written notice from Landlord. For purposes of clarification, Base Building Punch List Items shall not include any items that would (I) materially interfere with the operation of Tenant’s business from the applicable Phase or (II) prevent Tenant from obtaining a CofO for the applicable Phase following Tenant’s substantial completion of the Improvements in the applicable PhasePremises. Without limiting the foregoing, the Final Condition with respect to a particular Phase shall not be deemed to have occurred, other than as a result of Tenant Delays, occurred with respect to the Building unless (iI) Tenant has access to and from the applicable Building, the applicable Phase Premises and the Building Parking Facilities, (iiII) Tenant has use of the Building Parking Facilities, (iiiIII) all Building Systems serving the applicable Phase Premises are complete (except for Base Building Punch List items applicable thereto) and Landlord is providing services to the applicable Phase Premises in accordance with the requirements of the Lease, and (ivIV) Tenant may conduct its business from the applicable Phase Premises without material interference. Furthermore, Landlord shall promptly and diligently proceed to fully complete all Base Building Punch List Items within two (2) months after the date of Final Condition and in a manner calculated to minimize interference with the operation of Tenant’s business at the Premises. Upon receipt, Landlord shall provide Tenant with a copy of the final Certificate for Payment issued by Landlord’s architect (as defined in the A102 of Landlord’s construction contract).

Final Condition. Landlord shall cause the entire Premises and portions of the Project to be in the Final Condition (as defined below) on the "Final Condition Date," as that term is defined in this Section 1.4, below. The “"Final Condition” of the applicable Building " shall mean that (A) the Base, Shell and Core for the entire Premises (i.e., all Phases of such Building the Premises) has been substantially completed in a good and workmanlike manner in accordance with the Base Building Construction Drawings Plans and Specifications and Applicable applicable Laws to the extent necessary for Landlord to obtain a certificate of occupancy or temporary certificate of occupancy, or legal equivalent (each, a “CofO”), CofO for the applicable Base, Shell and Core, (B) without limiting the preceding clause (A), the items set forth on Schedule 1D attached hereto have been completed, and (BC) the Common Areas that relate to Tenant’s use or occupancy of the applicable Phase (other than "Excluded Common Areas," as defined below), have been substantially completed in accordance with the Base Building Construction Drawings Plans and Specifications and Applicable applicable Laws to the extent necessary for Landlord to obtain a CofO, excluding the completion of “punch-list” items (the “Base Building Punch List Items”). The Final Condition of the Premises shall be deemed to occur on the date such Final Condition would have occurred but CofO for Tenant Delays. As used herein, the term “Tenant Delay” shall mean an actual delay in achieving the Delivery Condition or Final Condition to the extent caused by: (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval relating to the construction of the Base, Shell and Core; , excluding the completion of customary "punch-list" items (the "Base Building Punch List Items"), and (D) all other items set forth in the Lease or this Work Letter which expressly must be completed as part of the Final Condition (iior expressly must be completed on or before the Final Condition Date) unreasonable have been substantially completed. For purposes of this Lease, the term "Final Condition Date" shall mean the date upon which the Final Condition occurs. Landlord shall provide Tenant with at least thirty (when judged in accordance 30) days prior notice of the Final Condition. The Final Condition shall not be deemed to have been satisfied unless and until Tenant has been provided with industry custom at least thirty (30) days prior notice of the Final Condition (and practicethe Final Condition Date for purposes of this Section 1.4 shall be extended day-for-day until Tenant has been provided such thirty (30) interference by Tenantday notice). Notwithstanding the foregoing provisions of this Section 1.4, its agents or other Tenant Parties with Final Condition shall not include the substantial completion of the Base, Shell and Core which interference continues for more than one Common Areas located outside of the Building (1) business day following written notice from Landlordthe "Excluded 720213.12/XXX000000-00005/4-9-14/mem/ejw EXHIBIT X-00- Xxxxxx Xxxxx"). For purposes of clarification, Base Building Punch List Items Items, and the Excluded Common Areas shall not include any items that would (I) materially interfere with the operation of Tenant’s 's business from the applicable Phase Premises when the same commences or (II) prevent Tenant from obtaining a CofO for the applicable Phase following Tenant’s substantial completion of the Improvements in the applicable PhasePremises. Without limiting the foregoing, the Final Condition with respect to a particular Phase shall not be deemed to have occurred, other than as a result of Tenant Delays, occurred unless (i) the Building lobbies (including Tenant's Lobby Area, but excluding any work to be performed by Tenant in Tenant's Lobby Area) and Parking Structure are substantially completed in accordance with the Base Buildings Plans and applicable Laws (excluding Base Building Punch List Items), (ii) Tenant has access to and from the applicable Building, the applicable Phase Premises and the Parking FacilitiesStructure, (iiiii) Tenant has use of the Parking FacilitiesStructure, (iiiiv) all Building Systems serving the applicable Phase Premises are complete (except for Base Building Punch List items applicable thereto) and Landlord is providing services to the applicable Phase Premises in accordance with the requirements of the Lease, and (ivv) Tenant may conduct its business from the applicable Phase Premises without material interference. Furthermore, Landlord shall promptly and diligently proceed to fully complete all Base Building Punch List Items within two (2) months after and the date of Final Condition and Excluded Common Areas in a manner calculated to minimize interference with the operation of Tenant’s 's business at the Premises. Upon receipt, Landlord shall provide Tenant with a copy use commercially reasonable efforts to complete the Excluded Common Areas within six (6) months after the Final Condition Date. Landlord shall use commercially reasonable efforts to complete the Base Building Punch List Items within thirty (30) days after the Final Condition Date. If Landlord fails to complete the Base Building Punch List Items and the portions of the final Certificate Excluded Common Areas allowing entry into the Building and adjacent to the entrances to the Building on or before September 1, 2017 (the "Outside Completion Date") (subject to extension for Payment issued by Landlord’s architect Final Condition Delays (as defined below)), then (y) with respect to any Base Building Punchlist Items located outside of the Premises and the portions of the Excluded Common Areas allowing entry into the Building and adjacent to the entrances to the Building, Tenant shall be entitled to an abatement of Base Rent in the A102 amount of Landlord’s construction contract)Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for each day following the Outside Completion Date up to the date upon which Landlord completes such items, and (z) with respect to all Base Building Punchlist Items located within the Premises Tenant shall have the right, pursuant to the TCCs of Section 19.6 of the Lease, to complete such Base Building Punch List Items.

Final Condition. The “"Final Condition” " of the applicable Base Building Improvements shall mean that (Ai) the Base, Shell and Core of such Base Building has Improvements have been substantially completed in accordance with the Base Building Plans (as the same may be modified in accordance with the terms and conditions of this Tenant Work Letter) and the Construction Drawings and Specifications and Applicable Laws Responsibility Matrix to the extent necessary for Landlord to obtain and maintain a certificate of occupancy or temporary certificate of occupancy, or legal equivalent (each, a “CofO”"C of O"), for the applicable Base, Shell and CoreBase Building Improvements, and (Bii) the Common Areas that relate to Tenant’s use or occupancy of the applicable Phase have been substantially completed in accordance with the Base Building Construction Drawings Plans (as the same may be modified in accordance with the terms and Specifications and Applicable Laws conditions of this Tenant Work Letter) to the extent necessary for Landlord to obtain and maintain a CofOC of O for the Building, excluding with the completion exception of “punch-list” any punch list items which do not adversely affect the ability of Tenant to commence and pursue the construction of the Tenant Improvements (the “Base Building "Final Condition Punch List Items”"). Landlord shall use commercially reasonable efforts to cause the correction of the Final Condition Punch List Items within thirty (30) days of the Final Condition Date. As used in this Exhibit B and in the Lease, the date that Landlord causes the Final Condition to occur shall be referred to as the "Final Condition Date". Notwithstanding the foregoing provisions of this Section 1.3, Final Condition shall not include the substantial completion of the Common Areas located outside of the Building; provided that such improvements shall be Substantially Completed no later than the Lease Commencement Date. The Final Condition of the Premises Date shall be deemed to occur on the date such the Final Condition would have occurred but for delays caused by Tenant's physical alteration of the items of the Base Building Improvements on any floor of the Premises or Tenant's failure to complete or construct any portion of the Tenant DelaysImprovements (including temporary or permanent life-safety work or fire sprinkler work) (such altered item or item that Tenant fails to construct shall each be a "C of O Item"), which altered or unconstructed C of O Item interferes with Landlord's ability to receive a C of O for the Base Building Improvements. As used hereinIn addition, the term “Tenant Delay” shall mean an actual delay in achieving the Delivery Condition or Final Condition to the extent caused by: (i) Landlord reasonably determines that the failure altered or unconstructed C of Tenant to timely approve or disapprove any matter requiring Tenant’s approval relating to O Item will delay the construction issuance of the BaseC of O for the Base Building Improvements, Shell and Core; or (ii) unreasonable (when judged in accordance with industry custom and practice) interference by Landlord may, upon prior notice to Tenant, its agents modify such altered C of O Item or other construct the unconstructed C of O Item, and deduct the actual, incremental out-of-pocket cost thereof from the Tenant Parties with Improvement Allowance, in a manner necessary for Landlord to receive the substantial completion C of O for the Base, Shell and Core which interference continues for more than one (1) business day following written notice from Landlord. For purposes of clarification, Base Building Punch List Items Improvements. Landlord shall not include any items that would (I) materially interfere with the operation of Tenant’s business from the applicable Phase or (II) prevent Tenant from obtaining a CofO for the applicable Phase following Tenant’s substantial completion of the Improvements in the applicable Phase. Without limiting the foregoing, use commercially reasonable and diligent efforts to cause the Final Condition Date to occur by November 21, 2022, and in any event Landlord shall cause the Final Condition Date to occur no later than the Lease Commencement Date (with respect to a particular Phase shall not be deemed to have occurred, other than as a result of Tenant Delays, unless (ithe Initial Premises) Tenant has access to and from the applicable Building, the applicable Phase and the Parking Facilities, Must-Take Commencement Date (ii) Tenant has use of the Parking Facilities, (iii) all Building Systems serving the applicable Phase are complete (except for Base Building Punch List items applicable thereto) and Landlord is providing services with respect to the applicable Phase in accordance with Must-Take Premises). Not later than thirty (30) calendar days after achieving the requirements of the Lease, and (iv) Tenant may conduct its business from the applicable Phase without material interference. FurthermoreFinal Condition, Landlord shall promptly and diligently proceed to fully complete all deliver the as-built drawings of the Base Building Punch List Items within two (2) months after the date of Final Condition and in a manner calculated Improvements to minimize interference with the operation of Tenant’s business at the Premises. Upon receipt, Landlord shall provide Tenant with a copy of the final Certificate for Payment issued by Landlord’s architect (as defined in the A102 of Landlord’s construction contract).

Final Condition. The “Final Condition” of the applicable Building shall mean that (Ai) the Base, Shell and Core of such the applicable Building has been substantially completed in accordance with the Base Building Construction Drawings Plans (as the same may be modified in accordance with the TCCs of this Work Letter) and Specifications and Applicable Laws Base Building Code to the extent necessary for Landlord to obtain a certificate of occupancy or temporary certificate of occupancy, or legal equivalent (each, a “CofO”), for the applicable Base, Shell and Core, and (Bii) the Common Areas that relate to Tenant’s use or occupancy of the applicable Phase have been substantially completed in accordance with the Base Building Construction Drawings Plans (as the same may be modified in accordance with the TCCs of this Work Letter) and Specifications and Applicable Laws Base Building Code to the extent necessary for Landlord to obtain a CofOCofO for the applicable Building, excluding with the completion exception of “punch-list” any punch list items (the “Base Building Punch List Items”). The date that Landlord causes the Final Condition of to occur with respect to a particular Building shall be referred to as the Premises “Final Condition Date”. The Final Condition Date shall be deemed to occur on the date such the Final Condition would have occurred but for any Tenant DelaysConstruction Delay. As used hereinFor purposes of this Work Letter, the term “Tenant Construction Delay” shall mean an actual delay in achieving the Delivery Condition or Final Condition to the extent any delays caused by: (i) the failure of Tenant to timely approve or disapprove any matter requiring by Tenant’s approval relating to the construction physical alteration of the Base, Shell and Core; or (ii) unreasonable (when judged in accordance with industry custom and practice) interference by Tenant, its agents or other Tenant Parties with the substantial completion items of the Base, Shell and Core on any floor of the Premises, Tenant’s failure to complete or construct any portion of the Improvements (including temporary or permanent life-safety work or fire sprinkler work and the construction of the Lobbies), or Tenant’s utilization of non-union labor in connection with the construction of the Tenant Improvements (such altered item or item that Tenant fails to construct shall each be a “CofO Item”), which interference continues altered or unconstructed CofO Item interferes with Landlord’s ability to receive a CofO for more than one the applicable Base, Shell and Core; provided that to the extent Landlord reasonably determines that the altered or unconstructed CofO Item will delay the issuance of the CofO for the applicable Base, Shell and Core, Landlord may, upon prior notice to Tenant, modify such altered CofO Item or construct the unconstructed CofO Item, and deduct the cost thereof (1as reasonably determined by Landlord) business day following written notice from Landlordthe Improvement Allowance, in a manner necessary for Landlord to receive the CofO for the applicable Base, Shell and Core. For purposes of clarification, Base Building Punch List Items shall not include any items that would (IA) materially interfere with the operation of Tenant’s business from the applicable Phase Premises or (IIB) prevent Tenant from obtaining a CofO for the applicable Phase following Tenant’s substantial completion of the Improvements in the applicable PhasePremises. Without limiting the foregoing, the Final Condition with respect to a particular Phase shall not be deemed to have occurred, other than as a result of Tenant Delays, occurred with respect to the applicable Building unless (iI) Tenant has access to and from the applicable Building, the applicable Phase Premises and the Parking FacilitiesProject parking facilities, (iiII) Tenant has use of the Parking FacilitiesProject parking facilities, (iiiIII) all Building Systems serving the applicable Phase Premises (including restrooms) are complete (except for Base Building Punch List items applicable thereto) and Landlord is providing services to the applicable Phase Premises in accordance with the requirements of the Lease, and (ivIV) Tenant may conduct its business from the applicable Phase Premises without material interference. Furthermore, Landlord shall promptly and diligently proceed to fully complete all Base Building Punch List Items within two (2) months after the date of Final Condition and in a manner calculated to minimize interference with the operation of Tenant’s business at the Premises. Upon receipt, Landlord shall provide Tenant with a copy of the final Certificate for Payment issued by Landlord’s architect (as defined in the A102 of Landlord’s construction contract).