Common use of - GRANT AND TERM/CONSTRUCTION Clause in Contracts

- GRANT AND TERM/CONSTRUCTION. 2.1 In consideration of the rents, covenants, agreements and conditions hereinafter provided to be paid, kept, performed and observed, Landlord leases to Tenant and Tenant hereby hires from Landlord the Premises described in Section 1.1(C). 2.2 Tenant shall have and hold the Premises for and during the Lease Term described in Section 1.1(G), subject to the payment of the Rent and to the full and timely performance by Tenant of the covenants and conditions hereinafter set forth. 2.3 Landlord hereby consents to Tenant taking possession of the Premises prior to the Commencement Date for the sole purpose of performing any improvements therein or installing furniture, equipment, wiring and cabling, or other personal property of Tenant; provided, however, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. In the event Tenant substantially completes the Initial Alterations in accordance with the Work Letter and obtains a Certificate of Occupancy from the City of Austin, Texas for use and occupancy of the Premises prior to the beginning of the Target Commencement Date, Tenant shall have the right to move in and occupy the Premises and such occupancy shall be in addition to the Term provided for herein and all the provisions of this Lease shall be in full force and effect upon Tenant’s so taking possession for such occupancy, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant occupies the Premises. Notwithstanding anything herein to the contrary, in such event, the Commencement Date for all purposes under this Lease shall be April 1, 2008. Within thirty (30) days after the date the last party executes this Lease (the “Outside Delivery Date”), Landlord shall deliver the Premises to Tenant, including the Building’s structure and the mechanical, electrical and plumbing systems serving same, in good working order and condition, free of Hazardous Substances (other than those falling within the exceptions set forth in Section 16.1A.3.) and in compliance with all applicable laws (the “Required Condition”) but excluding any other requirements or conditions, including, without limitation, those that fall within the scope of the Initial Alterations performed by Tenant pursuant to the Work Letter. Landlord shall send a written notice to Tenant by email c/o its counsel Xxxxxxxx Xxxxxxx at Xxxxxxxx.Xxxxxxx@XxxxxXxxx.xxx stating that it has delivered the Premises, and the date of such email notice shall be deemed to be the date Landlord has delivered the Premises to Tenant in the Required Condition (the “Actual Delivery Date”). In the event Landlord does not deliver the Premises to Tenant in the Required Condition by the Outside Delivery Date (other than because of a Tenant caused delay or an event or circumstance under Section 15.1), Tenant shall have the right to send Landlord a notice terminating this Lease (“Termination Notice”) within ten (10) days after the Outside Delivery Date. In the event Landlord does not deliver the Premises to Tenant in the Required Condition within thirty (30) business days after Landlord’s receipt of the Termination Notice, this Lease shall terminate and neither party shall have any further rights and obligations hereunder except for those rights and obligations that expressly survive termination or expiration of this Lease. Subject to Landlord’s obligation to deliver the Premises in the Required Condition, Tenant agrees to accept the Premises in its “as-is” condition and configuration, without representation or warranty by Landlord or anyone acting on Landlord’s behalf. 2.4 Tenant agrees to construct the leasehold improvements in the Premises in accordance with the terms set forth in Exhibit “E” which is attached hereto and made a part hereof. 2.5 Landlord agrees that Tenant may enter the Premises prior to the Outside Delivery Date for the sole purpose of designing the plans for the Initial Alterations and installation of furniture, fixtures and equipment (the “Early Entry”) provided that such Early Entry is conducted in a manner as to not unreasonably Interfere with any work of Landlord occurring in or around the Premises, and further provided that such Early Entry shall be subject to all of the terms and conditions contained in this Lease (other than the payment of Base Rent and Tenant’s Proportionate Share of Common Area Expenses), including, without limitation, Tenant’s insurance and indemnity obligations as contained in this Lease. Prior to any such Early Entry, Tenant shall provide Landlord with certificates of insurance or other evidence acceptable to Landlord evidencing Tenant’s compliance with its insurance obligations. In the event that Tenant’s Early Entry interferes with the work of Landlord or otherwise disrupts Landlord’s operations or the operations of other tenants in the Building, Landlord may terminate Tenant’s right to Early Entry.

- GRANT AND TERM/CONSTRUCTION. 2.1 2.01 In consideration of the rentsRent, covenants, agreements and conditions hereinafter provided to be paid, kept, performed and observed, Landlord leases to Tenant and Tenant hereby hires from Landlord the Premises described in Section 1.1(C1.01 (C). 2.2 2.02 Tenant shall have and hold the Premises for and during the Lease Term described in Section 1.1(G1.01 (F), subject to the payment of the Rent and to the full and timely performance by Tenant of the covenants and conditions hereinafter set forth., including compliance with the Rules and Regulations attached hereto as Exhibit B. 2.3 Landlord hereby consents to 2.03 In the event Tenant taking takes possession of the Premises prior to the Commencement Date for the sole purpose of performing (or any improvements therein or installing furniture, equipment, wiring and cabling, or other personal property of Tenant; provided, however, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. In the event Tenant substantially completes the Initial Alterations in accordance with the Work Letter and obtains a Certificate of Occupancy from the City of Austin, Texas for use and occupancy of the Premises portion thereof) prior to the beginning of the Target Commencement DateTerm hereof with Landlord's consent, Tenant shall have the right to move in and occupy the Premises and such occupancy possession shall be in addition to the Term provided for herein and all the provisions of this Lease shall be in full force and effect upon Tenant’s 's so taking possession. Subject to accomplishing the required level of completion and so long as Landlord's work is not interrupted or disturbed, Landlord shall provide early possession for such occupancy, except that of the Premises to Tenant shall not be required to pay Rent with respect to the period of time thirty (30) days prior to the Commencement Date during which Tenant occupies for the Premises. Notwithstanding anything herein to the contrarypurpose of installation of Tenant-provided telephone systems and equipment, in data cabling and wiring, furnishings and equipment provided (i) such event, the Commencement Date for all purposes installations are allowable under this Lease shall be April 1, 2008. Within thirty (30) days after the date the last party executes this Lease (the “Outside Delivery Date”), Landlord shall deliver the Premises to Tenant, including the Building’s structure and the mechanical, electrical and plumbing systems serving same, in good working order and condition, free of Hazardous Substances (other than those falling within the exceptions set forth in Section 16.1A.3.) and in compliance with all applicable laws (the “Required Condition”) but excluding any other requirements or conditionslaws, codes, ordinances and regulations including, without limitation, those that fall within applicable building and zoning laws as they are presently interpreted and enforced by the scope of the Initial Alterations performed by Tenant pursuant to the Work Letter. Landlord shall send a written notice to Tenant by email c/o its counsel Xxxxxxxx Xxxxxxx at Xxxxxxxx.Xxxxxxx@XxxxxXxxx.xxx stating that it has delivered the Premisesgovernmental bodies having jurisdiction thereof, and (ii) Tenant does not interfere with the date completion of construction by Landlord or occasion any labor dispute as a result of such email notice installations. Tenant's access for such purposes and the making of such installations shall not be deemed to be the date Landlord has delivered possession or occupancy of the Premises and no rental obligations shall commence hereunder. Tenant does hereby agree to Tenant in assume all risk of loss or damage to such equipment and to indemnify, defend and hold harmless Landlord from any loss or damage arising from any injury to the Required Condition (property of Landlord, or its contractors, subcontractors or materialmen, and any death or personal injury to any person or persons to the “Actual Delivery Date”). In the event Landlord does not deliver the Premises to Tenant in the Required Condition by the Outside Delivery Date (other than because extent arising out of a Tenant caused delay or an event or circumstance under Section 15.1)such installations, Tenant shall have the right to send Landlord a notice terminating this Lease (“Termination Notice”) within ten (10) days after the Outside Delivery Date. In the event Landlord does not deliver the Premises to Tenant in the Required Condition within thirty (30) business days after Landlord’s receipt of the Termination Notice, this Lease shall terminate and neither party shall have any further rights and obligations hereunder except for those rights and obligations that expressly survive termination liability, loss or expiration of this Lease. Subject to Landlord’s obligation to deliver the Premises in the Required Condition, Tenant agrees to accept the Premises in its “as-is” condition and configuration, without representation or warranty damage caused by Landlord or anyone acting on Landlord’s behalf's employees, agents, constructors, subcontractors or materialmen. 2.4 Tenant 2.04 Landlord agrees to construct the leasehold improvements (the "Tenant Improvements") in the Premises in accordance with as specified by the terms set forth in Exhibit “E” Space Plan dated January 24, 2005 prepared by Archideas (the "Space Plan"), which Space Plan is attached hereto and made a part hereof. 2.5 Landlord agrees that Tenant may enter hereof as Exhibit C, and on the Premises prior Outline Specifications dated to the Outside Delivery Date for the sole purpose of designing the plans for the Initial Alterations and installation of furniture, fixtures and equipment be prepared by XxXxxxx Construction Corporation (the “Early Entry”) provided that such Early Entry is conducted in a manner as "Outline Specifications"). Landlord further agrees to not unreasonably Interfere with any work of Landlord occurring in or around prepare and deliver to Tenant permit construction drawings based upon the Premises, Space Plan and further provided that such Early Entry shall be subject to all the Outline Specifications (the "Permit Set"). Upon presentation of the terms and conditions contained in this Lease (other than the payment of Base Rent and Tenant’s Proportionate Share of Common Area Expenses), including, without limitation, Tenant’s insurance and indemnity obligations as contained in this Lease. Prior to any such Early EntryPermit Set, Tenant shall have five (5) business days to provide Landlord written notice of its election to either (a) approve the Permit Set; or (b) redesign all or portions of the Tenant Improvements, in which case, all time which elapses between the date Landlord receives notice of Tenant's election to redesign the Tenant Improvements until Tenant approves a Permit Set shall constitute a Tenant Delay (as hereinafter defined). 2.05 Landlord shall diligently proceed with certificates the construction of insurance the Tenant Improvements to the Premises and use reasonable efforts to complete the same and deliver possession thereof to Tenant at the beginning of the Term. Any delay contributed to or caused by an act or neglect of Tenant or those acting for or under Tenant (each, herein, a "Tenant Delay"), shall constitute a Tenant Delay. Any Tenant Delay shall not defer Tenant's obligation to commence paying Rent in accordance with Section 5.01 of this Lease, and Tenant shall pay to Landlord all reasonable increased costs or damages, including lost rent, incurred by Landlord attributable to Tenant Delays. Labor disputes, casualties, acts of God or the public enemy, governmental embargo restrictions, shortages of fuel, labor, or building materials, action or non-action of public utilities, or of local, state or federal governments affecting the work, or other evidence acceptable causes beyond Landlord's reasonable control (each, herein, an "Excused Delay") shall constitute an Excused Delay. 2.06 The Tenant Improvements as shown on the final Plans and Specifications shall be constructed by XxXxxxx Construction Corporation. All trades not performed by XxXxxxx Construction Corporation shall be competitively bid out to two subcontractors, and Landlord shall use its best efforts to obtain the lowest reasonable bids from such subcontractors. Upon Tenant's request, Landlord shall provide copies of any bids obtained. The Tenant Improvements shall be constructed on a cost plus basis, and the cost of the work shall include all labor, material, insurance, permits, general conditions and a construction fee to XxXxxxx Construction Corporation (the "Cost of the Work"). Landlord's financial contribution to the Cost of the Work shall be an allowance of $32.00 per rentable square foot (the "Allowance"). The Allowance may also be used for the costs of architectural, engineering and space planning, consulting services, furnishings, telephone, data cabling and office equipment installation, and other office setup costs, and any charges incurred by Tenant shall be paid by Tenant and submitted to Landlord evidencing for reimbursement. Tenant may use up to $5.00 per rentable square foot of the Allowance to offset soft costs such as moving, furniture and cabling, Any Tenant Improvement requests which cause the Cost of the Work to increase above $32.00 per rentable square foot will require payment of such excess amount in cash to Landlord by Tenant upon occupancy of the Premises by Tenant’s compliance with its insurance obligations, unless deducted from the Moving Allowance (as herein defined). In Any unused portion of the event that Allowance shall, at Tenant’s Early Entry interferes 's option, be used as a rent credit against the Base Rent starting with the work first month in which Base Rent is due until such credit is exhausted. 2.07 Landlord agrees to provide for Tenant a moving allowance (the "Moving Allowance") of $2.50 per rentable square foot to assist Tenant with moving, telecommunications costs or towards any portion of the Cost of the Work which exceeds $32.00 per rentable square foot. Landlord or otherwise disrupts Landlord’s operations or shall pay the operations Moving Allowance to Tenant upon Tenant's occupancy of other tenants in the Building, Landlord may terminate Tenant’s right to Early EntryPremises.

- GRANT AND TERM/CONSTRUCTION. 2.1 2.01 In consideration of the rents, covenants, agreements and conditions hereinafter provided to be paid, kept, performed and observed, Landlord leases to Tenant and Tenant hereby hires from Landlord the Premises described in Section 1.1(C1.01 (C). 2.2 2.02 Tenant shall have and hold the Premises for and during the Lease Term described in Section 1.1(G1.01 (F), subject to the payment of the Rent and to the full and timely performance by Tenant of the covenants and conditions hereinafter set forth. 2.3 Landlord hereby consents to Tenant taking possession of the Premises prior to the Commencement Date for the sole purpose of performing any improvements therein or installing furniture, equipment, wiring and cabling, or other personal property of Tenant; provided, however, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. 2.03 In the event Tenant substantially completes the Initial Alterations in accordance with the Work Letter and obtains a Certificate of Occupancy from the City of Austin, Texas for use and occupancy takes possession of the Premises prior to the beginning of the Target Commencement DateTerm hereof with Landlord’s consent, Tenant shall have the right to move in and occupy the Premises and such occupancy possession shall be in addition to the Term provided for herein and all the provisions of this Lease shall be in full force and effect upon Tenant’s so taking possession for such occupancy, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant occupies the Premises. Notwithstanding anything herein to the contrary, in such event, the Commencement Date for all purposes under this Lease shall be April 1, 2008. Within thirty (30) days after the date the last party executes this Lease (the “Outside Delivery Date”), Landlord shall deliver the Premises to Tenant, including the Building’s structure and the mechanical, electrical and plumbing systems serving same, in good working order and condition, free of Hazardous Substances (other than those falling within the exceptions set forth in Section 16.1A.3.) and in compliance with all applicable laws (the “Required Condition”) but excluding any other requirements or conditions, including, without limitation, those that fall within the scope of the Initial Alterations performed by Tenant pursuant to the Work Letter. Landlord shall send a written notice to Tenant by email c/o its counsel Xxxxxxxx Xxxxxxx at Xxxxxxxx.Xxxxxxx@XxxxxXxxx.xxx stating that it has delivered the Premises, and the date of such email notice shall be deemed to be the date Landlord has delivered the Premises to Tenant in the Required Condition (the “Actual Delivery Date”). In the event Landlord does not deliver the Premises to Tenant in the Required Condition by the Outside Delivery Date (other than because of a Tenant caused delay or an event or circumstance under Section 15.1), Tenant shall have the right to send Landlord a notice terminating this Lease (“Termination Notice”) within ten (10) days after the Outside Delivery Date. In the event Landlord does not deliver the Premises to Tenant in the Required Condition within thirty (30) business days after Landlord’s receipt of the Termination Notice, this Lease shall terminate and neither party shall have any further rights and obligations hereunder except for those rights and obligations that expressly survive termination or expiration of this Lease. Subject to Landlord’s obligation to deliver the Premises in the Required Condition, Tenant agrees to accept the Premises in its “as-is” condition and configuration, without representation or warranty by Landlord or anyone acting on Landlord’s behalfpossession. 2.4 Tenant 2.04 Landlord agrees to construct the leasehold improvements in the Premises in accordance with as specified on the terms set forth in Exhibit “E” Outline Plans and Specifications which is are attached hereto and made a part hereofhereof as Exhibit D. Landlord agrees to cause final plans and specifications for the leasehold improvements in the Premises to be prepared in accordance with the Outline Plans and Specifications and to submit the same to Tenant for its approval. Tenant agrees that it will not withhold its approval except for just and reasonable cause and will not act in an arbitrary or capricious manner with respect to the approval of the final plans and specifications. The final plans and specifications shall be approved by Landlord and Tenant by affixing thereon the signature or initials of an authorized officer or employee of each of the respective parties hereto. Such final plans and specifications shall be in lieu of and shall replace Exhibit “D” with respect to the leasehold improvements in the Premises. The signature of an authorized officer or employee shall be deemed conclusive evidence of the approval indicated by such signature. When Landlord requests Tenant to specify details or layouts, Tenant shall specify same promptly, subject to the provisions of the Outline Plans and Specifications, so as not to delay completion of the leasehold improvements in the Premises. Tenant shall pay to Landlord all reasonable increased costs or damages, including lost rent, incurred by Landlord attributable to delays caused by Tenant. 2.5 2.05 Landlord agrees that Tenant may enter shall diligently proceed with the construction of the leasehold improvements to the Premises prior (as well as the construction of the Building, if it has not been completed as of the date of this Lease) and use reasonable efforts to complete the Outside Delivery Date same and deliver possession thereof to Tenant at the beginning of the Term; provided, however, if delay is caused or contributed to by act or neglect of Tenant, or those acting for or under Tenant (each herein called a “Tenant Delay”), labor disputes, casualties, acts of God or the public enemy, governmental embargo restrictions, shortages of fuel, labor, or building materials, action or non-action of public utilities, or of local, state or federal governments affecting the work, or other causes beyond Landlord’s reasonable control, then the time of completion of said construction shall be extended for the sole purpose of designing additional time caused by such delay. Such delays are each hereinafter referred to as an “Excused Delay.” If the plans Premises are not substantially complete with possession available to Tenant by the date scheduled for substantial completion and delivery or possession, the Lease shall remain in effect and the Term will commence upon such substantial completion and delivery, with the dates for the Initial Alterations commencement and installation expiration of furniturethe Term to be adjusted accordingly. Notwithstanding the foregoing, fixtures and equipment if the Premises are not substantially complete by the date which is sixty (60) days after the Commencement Date (the “Early EntryOutside Completion Date”), Tenant may, at its option, by written notice to Landlord given within five (5) provided that such Early Entry is conducted in a manner as to not unreasonably Interfere with any work days of Landlord occurring in or around the PremisesOutside Completion Date, and further provided that such Early Entry terminate this Lease. The Outside Completion date shall be subject to all extended, however, by the amount of any Tenant Delay. 2.06 The Outline Plans and Specifications for the terms and conditions contained in this Lease (other than leasehold improvements provide for tenant improvements which will be amortized over the payment of initial Term by the Base Rent and Tenant’s Proportionate Share of Common Area Expenses), including, without limitation, Tenant’s insurance and indemnity obligations as contained provided for in this Lease. Prior Any tenant improvement requests which cause the tenant improvement cost amount to any increase above $330,914 will require payment of such Early Entry, excess amount in cash to Landlord by Tenant upon Landlord’s request prior to the commencement of construction of the leasehold improvements in the Premises. Landlord shall provide Landlord with certificates a detailed estimate of insurance or other evidence acceptable to Landlord evidencing Tenant’s compliance with its insurance obligations. In any expected excess tenant improvement costs as soon as such estimate is completed and no later than the event that Tenant’s Early Entry interferes with commencement of construction of the work of Landlord or otherwise disrupts Landlord’s operations or the operations of other tenants in the Building, Landlord may terminate Tenant’s right to Early Entrytenant improvements.