Common use of Inability to Deliver Possession Clause in Contracts

Inability to Deliver Possession. If Landlord shall be unable to give possession of the Premises on the scheduled Commencement Date for any reason the rent reserved and covenanted to be paid herein and the Commencement Date shall not be deemed to have occurred until the Premises are available for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession nor shall same affect the validity of this Lease or the obligation of Tenant hereunder, but the Lease shaft be amended, at the option of Landlord, so that the Term shall be extended by the period of time possession is delayed. If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and Tenant.

Inability to Deliver Possession. If Landlord Subtenant shall be unable entitled to give possession ------------------------------- early occupancy of the Subleased Premises on the scheduled Commencement Date for any reason the rent reserved and covenanted to be paid herein and the Commencement Date as of August 20, 1999 ("Early Occupation Date"). Subtenant shall not be deemed obligated to have occurred until the Premises are available pay Rent for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession nor shall same affect the validity of this Lease or the obligation of Tenant hereunderearly occupancy, but otherwise the Lease shaft be amended, at the option of Landlord, so that the Term shall be extended by the period of time possession is delayed. If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises for early occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part terms and conditions of Tenantthis Sublease and Subtenant's obligation to pay Rent shall commence on the Commencement Date. In the event Sublandlord is unable to deliver possession of the Subleased Premises at the Early Occupation Date, Sublandlord shall not be liable for any dispute damage caused thereby, nor shall this Sublease be void or voidable but Subtenant shall not be liable for Rent on or after the Commencement Date until such time as Sublandlord offers to whether deliver possession of the Subleased Premises are ready to Subtenant. The Sublease Term shall not be extended by such delay. If Subtenant, with Sublandlord's consent, takes possession prior to commencement of the Sublease Term, Subtenant shall do so subject to all the covenants and conditions hereof and shall pay Rent for Tenantthe period ending with the commencement of the Sublease Term at the same rental as that prescribed for the first month of the Sublease Term prorated at the rate of 1/30/th/ thereof per day. In the event Sublandlord has been unable to deliver possession of the Subleased Premises within thirty (30) days from the Commencement Date, Subtenant, at Subtenant's occupancyoption, may terminate this Sublease by written notice to Sublandlord prior to delivery of the decision of Landlord's architect shall be final and binding on Landlord and TenantSubleased Premises.

Inability to Deliver Possession. If Landlord shall be unable to give tender possession of the Demised Premises on the scheduled Commencement Date set forth in Section 1(a)(8), if Tenant is constructing the tenant improvements, or by the Rent Commencement Date set forth in Section l(a)(9), if Landlord is constructing the tenant improvements, by reason of: (a) the fact that the Demised Premises are located in a Building being constructed and which has not been sufficiently completed to make the Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant; (c) the failure to complete repairs, improvements or decoration of the Demised Premises or of the Building; or (d) for any reason other reason, Landlord shall not be subject to any liability for the failure to tender possession on said date. In the case of holding over, provided Landlord shall promptly institute suit for recovery of the Demised Premises and diligently pursue the same, Landlord shall have no responsibility for any delay in tendering possession of the Demised Premises. Under any of the aforesaid circumstances, the rent reserved and covenanted to be paid herein shall not commence and the Commencement Date (if Tenant is constructing the tenant improvements, or the Rent Commencement Date, if Landlord is constructing the tenant improvements) shall not occur until possession of the Demised Premises is tendered to Tenant as contemplated in Section l(a)(8); provided, however, that the Rent Commencement Date shall not be deemed to have occurred until the Premises are available for occupancy postponed by (i) any delays occasioned by Tenant's failure to perform any of its obligations with respect to the construction of the Demised Premises within the time frames for such performance set forth in Exhibit "C", or (ii) any delays in construction caused by any contractors retained by Tenant, or (iii) any delays in construction resulting from delays in the delivery or installation of improvements specified in Tenant's Space Plan which are not Building Standard, provided that Landlord shall have informed Tenant that such improvements would result in construction delays prior to final Space Plan approval. No such failure to give possession on the scheduled date set forth in Section l(a)(8) or the Rent Commencement Date set forth in Section 1(a)(9) (as applicable), shall subject Landlord to in any liability for failure to give possession nor shall same other respect affect the validity of this Lease or the obligation obligations of Tenant hereunder, but nor shall same be construed to modify the Lease shaft be amendedTerm, at the option of Landlord, so that the Term which in all events shall be extended the number of years set forth in Section l(a)(7); provided, however, that if Landlord shall not have tendered possession of the Demised Premises to Tenant nine (9) months after the date set forth in Section l(a)(8), or the Rent Commencement Date set forth in Section l(a)(9) (as applicable), then either Landlord or Tenant may terminate this Lease by written notice to the period other party. In such event, Landlord shall refund any security deposit and advance rental payment theretofore paid by Tenant, and the parties shall thereupon be relieved of time possession is delayedany and all liability hereunder. If permission is given to Tenant to enter into the possession of the Demised Premises are ready for occupancy prior to the Commencement Date and Tenant occupies in Section 1(a)(8), or the Premises prior to said dateRent Commencement Date set forth in Section l(a)(9) (as applicable), Tenant covenants and agrees that such occupancy shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy under all the terms, covenants, conditions and provisions of this Lease and the Commencement Date or not substantially complete if only minor or insubstantial details the Rent Commencement Date (as applicable) will coincide with the date of constructionoccupancy. Within fifteen (15) days after the Rent Commencement Date, decoration or mechanical adjustments remain to be done Landlord and Tenant shall execute a Certificate of Commencement in the Premises or any part thereof, or if the delay in the availability form of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and TenantExhibit "E".

Inability to Deliver Possession. If the Landlord shall be unable to give possession of the Premises on the scheduled Commencement Date by reason of any of the following: (i) the Building has not been sufficiently completed to make the Premises ready for occupancy; (ii) the Landlord has not completed its preparation of the Premises; (iii) the Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any tenant, tenants or occupants; or (iv) for any reason other reason, Landlord shall not be subject to any liability for failure to give possession on said date. Under such circumstances the rent Rent reserved and covenanted convenanted to be paid herein and the Commencement Date shall not be deemed to have occurred commence until the Premises are available for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date of the Term hereof shall subject Landlord to any liability for failure to give possession nor shall same affect the validity of this Lease or the obligation of the Tenant hereunder, but nor shall the Lease shaft same be amended, at construed to extend the Term or Termination Date. At the option of LandlordLandlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, then all of the provisions of this Lease shall be in full force and effect commencing at such occupancy, and Tenant shall pay proportionate Base Rent and Rent Rental Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special work work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, authorizations or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect Landlord shall be final and binding on the Landlord and Tenant.

Inability to Deliver Possession. If Landlord shall be In the event Sublessor is unable to give deliver possession of the Subleased Premises on at the scheduled Commencement Date for any reason commencement of the rent reserved and covenanted to be paid herein and the Commencement Date term, Sublessor shall not be deemed to have occurred until the Premises are available liable for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession damage caused thereby nor shall same affect this Sublease be void or voidable, but Sublessee shall not be liable for Rent until such time as Sublessor offers to deliver possession of the validity of this Lease or the obligation of Tenant hereunderSubleased Premises to Sublessee, but the Lease shaft be amended, at the option of Landlord, so that the Term term hereof shall not be extended by such delay. If Sublessee, with Sublessor’s consent, takes possession prior to commencement of the term, Sublessee shall do so subject to all the covenants and conditions hereof and shall pay Rent for the period of time possession is delayed. If ending with the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability commencement of the Premises term at the same rental as that prescribed for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish first month of the Premises or any part term prorated at the rate of 1/30th thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenantper day. In the event that Sublessor is unable to obtain Master Lessor’s written consent to this Sublease per the Master Lease terms (Article 14 of any dispute as the Master Lease) and per the Master Lessor timeline defined (Article 14.1 of the Master Lease)., Sublessee shall have the right to whether terminate this Sublease by written notice to Sublessor, at which time Sublessor shall return all prepaid Rent or other payments previously delivered by Sublessee to Sublessor, and Sublessee shall terminate the Premises are ready for Tenant's occupancy, the decision Rent Escrow and receive a refund of Landlord's architect shall be final and binding on Landlord and Tenantall monies previously deposited therein.

Inability to Deliver Possession. If Landlord shall be In the event Sublandlord is unable to give deliver possession of the Subleased Premises on the scheduled Commencement Date for any reason the rent reserved and covenanted to be paid herein and the Commencement Date September 1, 1997, Sublandlord shall not be deemed to have occurred until the Premises are available liable for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession damage caused thereby, nor shall same affect this Sublease be void or voidable but Subtenant shall not be liable for Rent until such time as Sublandlord delivers possession of the validity of this Lease or Subleased Premises to Subtenant (which date shall become the obligation of Tenant hereunder, but the Lease shaft be amended, at the option of Landlord, so that the Commencement Date). The Term hereof shall not be extended by the period of time possession is delayedsuch delay. If the Premises are ready for occupancy Subtenant, with Sublandlord's consent, takes possession prior to the Commencement Date, Subtenant shall do so subject to all the covenants and conditions hereof and shall pay Rent for the period commencing on the date Subtenant first takes occupancy of the Subleased Premises and ending on the Commencement Date and Tenant occupies at the same rental as that prescribed for the first month of the term prorated at a rate of 1/31st thereof per day. If Sublandlord is unable to deliver possession of the Subleased Premises in the configuration shown on Exhibit B on or before October 15, 1997, Subtenant, at Subtenant's option, may terminate this Sublease at any time thereafter prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed delivery of possession by giving Sublandlord written notice of its election to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and Tenantdo so.

Inability to Deliver Possession. If Landlord shall be unable to give tender possession of the Demised Premises free of occupancies and with the Pre-Delivery HVAC and Demo Work Substantially Complete by the applicable dates set forth on Exhibit “D”, or Landlord fails to Substantially Complete the Pre-Occupancy Landlord’s Work by August 1, 2014 (the “Target Completion Date”), which Target Completion Date is subject to extension for each day of delay caused by Force Majeure and for each day of delay caused by Net Tenant Delay, and either or both such failure(s) directly causes Tenant to not be able to occupy the Demised Premises on the scheduled Commencement Date for any reason the rent reserved and covenanted to Target Completion Date, as such date may be paid herein and extended as aforesaid, then the Commencement Date shall not be deemed subject to have occurred until extension on a day for day basis for the Premises are available for occupancy amount of the delay caused by TenantForce Majeure or Net Landlord Delay. Landlord and Tenant acknowledge that the Pre-Delivery HVAC and Demo Work shall be performed on a floor by floor basis in accordance with the delivery schedule set forth in Exhibit “D” hereto, and that each of such dates shall be subject to a two (2) week grace period. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to in any liability for failure to give possession nor shall same other respect affect the validity of this Lease or the obligation obligations of Tenant hereunder, but nor shall the same be construed to modify the Lease shaft be amendedTerm, at the option of Landlord, so that the Term which in all events shall be extended by the period number of time Lease Years set forth in Section 1(a)(5). Tenant shall have the right to enter into the possession is delayed. If of the Demised Premises are ready for occupancy prior to the Commencement Target Completion Date and Tenant occupies (as the Premises prior to said datesame may be extended), in which event, Tenant covenants and agrees that such occupancy shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details under all the terms, covenants, conditions and provisions of constructionthis Lease, decoration or mechanical adjustments remain except the obligation to be done pay rent. Within fifteen (15) days after the Commencement Date, Landlord and Tenant shall execute a Certificate of Commencement in the Premises or any part thereof, or if the delay in the availability form of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and TenantExhibit “C”.

Inability to Deliver Possession. Sublandlord anticipates delivering possession of the Subleased Premises to Subtenant on September 1, 2000 (the "Anticipated Preliminary Commencement Date") If Landlord Sublandlord shall be unable to give deliver possession of the Subleased Premises to Subtenant on the scheduled Anticipated Preliminary Commencement Date for any reason reason, Sublandlord shall not be subject to any liability for the failure to tender possession on said date. In such event, the rent reserved and covenanted to be paid herein shall not commence and the Rent Commencement Date shall not be deemed to have occurred occur until the ninety-first (91st) day after possession of the Subleased Premises are available for occupancy by Tenantis tendered to Subtenant. No such failure to give possession on the scheduled Anticipated Preliminary Commencement Date shall subject Landlord to in any liability for failure to give possession nor shall same other respect affect the validity of this Lease Sublease or the obligation obligations of Tenant Subtenant hereunder, but nor shall the Lease shaft same be amendedconstrued to extend the Term, which shall in all events expire on the Termination Date. Within fifteen (15) days after the Rent Commencement Date, Sublandlord and Subtenant shall execute a Commencement Letter in the form of Exhibit C. Notwithstanding any other provision hereof to the contrary, if Sublandlord has not delivered possession of the Subleased Premises to Subtenant by December 1, 2000, for any reason, Subtenant, at the option of Landlordits sole option, so that the Term may terminate this Sublease by written notice to Sublandlord on or before December 31, 2000, unless Sublandlord shall be extended by the period of time have delivered possession is delayed. If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Subleased Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of TenantSubtenant before such notice. In the event Subtenant terminates this Sublease pursuant to this paragraph, Sublandlord shall refund any advance Rental payment and return any security deposit to Subtenant, and the parties shall thereupon be relieved of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and Tenantall liability hereunder.

Inability to Deliver Possession. If Landlord shall be In the event Sublandlord is unable to give deliver possession of the entire Subleased Premises on at the scheduled Commencement Date for any reason commencement of the rent reserved and covenanted to be paid herein and the Commencement Date term, Sublandlord shall not be deemed to have occurred until the Premises are available liable for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession damage caused thereby, nor shall same affect this Sublease be void or voidable but Subtenant shall not be liable for Rent until such time as Sublandlord offers to deliver possession of the validity of this Lease or the obligation of Tenant hereunderentire Subleased Premises to Subtenant, but the Lease shaft be amended, at the option of Landlord, so that the Term term hereof shall not be extended by such delay. If Subtenant, with Sublandlord's consent, takes possession of the entire Subleased Premises prior to commencement of the term, Subtenant shall do so subject to all the covenants and conditions hereof and shall pay Rent for the period from the beginning of time possession is delayedand ending with the commencement of the term at the same rental as that prescribed for the first month of the term prorated at the rate of 1/30th thereof per day. If In the event Sublandlord has been unable to deliver possession of the entire Subleased Premises are ready for occupancy within 120 days from the Commencement Date, Subtenant, at Subtenant's option, may terminate this Sublease. In the event that Subtenant accepts possession of a portion of the Sublease Premises prior to the Commencement Date Date, no base rent shall be charged and Tenant occupies the Premises prior its right to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability quiet enjoyment of the Premises for occupancy shall be due subject to special work changes, alterations or additions required or made by Tenant in the layout or finish reasonable needs of the Premises or any part thereof or contractor in completing the Tenant Improvements under the Master Lease, and this Sublease; (Subtenant shall be caused pay its prorata share of expenses in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as occupancy prior to whether the Premises are ready for Tenant's occupancyNovember 1, the decision of Landlord's architect shall be final and binding on Landlord and Tenant1998).

Inability to Deliver Possession. If the Landlord shall be unable to give possession of the Premises demised premises on the scheduled Commencement Date for any reason reason, the rent reserved and covenanted to be paid herein and the Commencement Date shall not be deemed to have occurred commence until the Premises demised premises are available for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date of the Term hereof shall subject Landlord to any liability for failure to give possession nor shall same affect the validity of this Lease or the obligation of the Tenant hereunder, but nor shall the Lease shaft same be amended, at construed to extend the Term or Termination Date. At the option of LandlordLandlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. If the Premises demised premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises premises prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises demised premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises demised premises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and Tenant.

Inability to Deliver Possession. If the Landlord shall be unable to give possession of the Premises demised premises on the scheduled Commencement Date for any reason the rent reserved and covenanted to be paid herein and the Commencement Date shall not be deemed to have occurred commence until the Premises demised premises are available for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date of the Term hereof shall subject Landlord to any liability for failure to give possession nor shall same affect the validity of this Lease or the obligation of the Tenant hereunder, but nor shall the Lease shaft same be amended, at construed to extend the Term or Termination Date. At the option of LandlordLandlord to be exercised within thirty (30) days of the delayed delivery of possession to Tenant, the Lease shall be amended so that the Term shall be extended by the period of time possession is delayed. If the Premises demised premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises premises prior to said date, Tenant shall pay proportionate Total Base Rent and Rent Adjustments. The Premises demised premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises demised premises or any part thereof, or if the delay in the availability of the Premises demised premises for occupancy shall be due to special work work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises demised premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, authorizations or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises premises are ready for Tenant's occupancy, the decision of LandlordXxxxxxxx's architect shall be final and binding on the Landlord and Tenant. Notwithstanding anything to the contrary contained herein, Tenant may terminate this Lease if the demised premises are not available for occupancy by October 31, 1989.

Inability to Deliver Possession. If for any reason Landlord shall be unable to give deliver possession of the Premises any ROFO Space that Tenant has agreed to Lease in accordance with Section A hereof on the scheduled Commencement Date for any reason the rent reserved and covenanted ROFO Option Date, Landlord shall have no liability to be paid herein Tenant therefore (except as otherwise expressly provided herein) and the Commencement Date validity of the Lease and this Agreement shall not be deemed impaired (except that no rent shall be payable with respect to have occurred until the Premises are available for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession undelivered ROFO Space), nor shall same affect the validity Term be extended, by reason thereof, and Tenant shall accept delivery of such ROFO Space when delivered to Tenant, provided that such ROFO Space is vacant, free of personalty and broom-clean. This Paragraph B shall be an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. Notwithstanding the foregoing, in the event that Landlord shall fail to deliver any ROFO Space to Tenant vacant, free of personalty and broom-clean within one hundred and twenty (120) days of the specified ROFO Option Date (subject to reasonable extensions for force majeure), Tenant may, upon twenty (20) days’ prior written notice to Landlord (which notice must be given by certified mail return receipt requested with Tenant’s request in bold faced capital letters addressed to Landlord, to the attention of Xxx Xxxxxxxxxx, and which notice must state the following: “PURSUANT TO PARAGRAPH 14 OF THE 4TH MODIFICATION OF LEASE, LANDLORD’S FAILURE TO DELIVER POSSESSION OF THE ROFO SPACE WITHIN TWENTY (20) DAYS OF THE DATE HEREOF SHALL RESULT IN THE TERMINATION OF THE LEASE WITH RESPECT TO THE ROFO SPACE.”), seek to terminate this Lease or with respect to such ROFO Space only, and if Landlord shall have failed to cause the obligation of Tenant hereunder, but the Lease shaft be amended, at the option of Landlord, so that the Term shall be extended by the period of time possession is delayed. If the Premises are ready for occupancy commencement date to occur with respect to such ROFO Space prior to the Commencement Date end of such twenty (20) day period, the Lease shall terminate with respect to such ROFO Space only, and Tenant occupies the Premises prior to said date, Tenant shall pay proportionate Base Minimum Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if the delay in the availability of the Premises for occupancy ’s Share shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and Tenantappropriately adjusted.

Inability to Deliver Possession. If Landlord shall be unable to give tender possession of the Demised Premises on the scheduled Commencement Date set forth in Section 1(a)(8) or by the Rent Commencement Date set forth in Section 1(a)(9), if Landlord is constructing the tenant improvements, by reason of: (a) the fact that the Demised Premises are located in a Building being constructed and which has not been sufficiently completed to make the Demised Premises ready for occupancy; (b) the holding over or retention of possession of any tenant or occupant, provided Landlord has used commercially reasonable efforts to remove holdover tenant; (c) the failure to complete repairs, improvements or decoration of the Demised Premises or of the Building; or (d) for any reason other reason, Landlord shall not be subject to any liability for the failure to tender possession on said date. In the case of holding over, provided Landlord shall promptly institute suit for recovery of the Demised Premises and diligently pursue the same, Landlord shall have no responsibility for any delay in tendering possession of the Demised Premises. Under any of the aforesaid circumstances, the rent reserved and covenanted to be paid herein and shall not commence until possession of the Demised Premises is tendered to Tenant; provided, however, that the Rent Commencement Date shall not be deemed to have occurred until the Premises are available for occupancy postponed by (i) any delays occasioned by Tenant’s failure to perform any of its obligations with respect to the construction of the Demised Premises within the time frames for such performance set forth in Exhibit “C”, or (ii) any delays in construction caused by any contractors retained by Tenant, or (iii) any delays in construction resulting from delays in the delivery or installation of improvements specified in Tenant’s Space Plan which are not Building Standard, provided that Landlord shall have informed Tenant with prior written notice that such improvements would result in construction delays prior to final Space Plan approval. No such failure to give possession on the scheduled date set forth in Section 1(a)(8) or the Rent Commencement Date set forth in Section 1(a) (9)(a) (as applicable, shall subject Landlord to in any liability for failure to give possession nor shall same other respect affect the validity of this Deed of Lease or the obligation obligations of Tenant hereunder, but nor shall same be construed to modify the Deed of Lease shaft be amendedTerm, at the option of Landlord, so that the Term which in all events shall be extended the number of years and months set forth in Section 1(a)(7); provided, however, that if Landlord shall not have tendered possession of the Demised Premises to Tenant on or before June 30, 2004, then Landlord or Tenant may terminate this Deed of Lease by written notice to Tenant. In such event, Landlord shall refund any security deposit and advance rental payment theretofore paid by Tenant, and the period parties shall thereupon be relieved of time possession is delayedany and all liability hereunder. If permission is given to Tenant to enter into the possession (with the exception that Tenant shall have access two (2) weeks prior to substantial completion of Tenant Improvements in order to install phone, LAN, etc...) of the Demised Premises are ready for occupancy prior to the Commencement Date and Tenant occupies in Section 1(a)(8), or the Premises prior to said dateRent Commencement Date set forth in Section 1(a)(9) (as applicable), Tenant covenants and agrees that such occupancy shall pay proportionate Base Rent and Rent Adjustments. The Premises shall not be deemed to be unready for Tenant's occupancy under all the terms, covenants, conditions and provisions of this Deed of Lease and the Commencement Date or not substantially complete if only minor or insubstantial details the Rent Commencement Date (as applicable) will coincide with the date of constructionoccupancy. Within fifteen (15) days after the Rent Commencement Date, decoration or mechanical adjustments remain to be done Landlord and Tenant shall execute a Certificate of Commencement in the Premises or any part thereof, or if the delay in the availability form of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and TenantExhibit “E”.

Inability to Deliver Possession. Tenant shall periodically update Landlord about the status of Tenant obtaining construction permits for the Phase 1 Premises. Approximately thirty (30) days before Tenant obtains such permits, Tenant will provide Landlord with a written notice stating that Tenant anticipates receiving such permits within thirty (30) days. Within five (5) business days after receiving such notice, Landlord shall deliver a notice to the existing occupant of the Phase 1 Premises, which notice shall provide that such occupant must vacate the Phase 1 Premises within thirty (30) days. Within ninety (90) days of the execution of this Lease by Landlord and Xxxxxx, Landlord shall deliver to Tenant a written notice stating that the Phase 2 Fourth Floor Space will be free of all other tenancies or rights of other tenants by not later than twelve (12) months ​ ​ following the date of the execution of this Lease, but not earlier than five (5) months from the date of execution of this Lease. If Landlord shall be unable to give tender possession of the Phase 1 Premises on by September 1, 2021 (the scheduled “Anticipated Commencement Date Date”), by reason of: (i) the holding over or retention of possession of any tenant or occupant; (ii) the failure to complete repairs, improvements or decoration of the Phase 1 Premises or of the Building; or (iii) for any reason other reason, Landlord shall not be subject to any liability for the failure to tender possession on said date. In the case of holding over, Xxxxxxxx shall have no responsibility for any delay in tendering possession of the Phase 1 Premises. Under any of the aforesaid circumstances, the rent reserved and covenanted to be paid herein shall not commence and the Phase 1 Premises Commencement Date shall be postponed on a day for day basis until possession of the Phase 1 Premises is tendered to Tenant; provided, however, that the Phase 1 Premises Commencement Date shall not be deemed postponed by (i) any delays occasioned by Xxxxxx’s failure to have occurred until perform any of its obligations with respect to the construction of the Phase 1 Premises are available within the timeframes for occupancy such performance set forth in Exhibit “E”, or (ii) any delays in construction caused by and contractors retained by Tenant, or (iii) any delays in construction resulting from delays in the delivery or installation of improvements specified in Tenant’s Space Plan which are not Building standard. No such failure to give possession on the scheduled Commencement Date date set forth in Section 1(a)(6) shall subject Landlord to in any liability for failure to give possession nor shall same other respect affect the validity of this Lease or the obligation obligations of Tenant hereunder, but nor shall the same be construed to modify the Lease shaft be amendedTerm, at the option of Landlord, so that the Term which in all events shall be extended the number of years and months set forth in Section 1(a)(5); provided, however, that if Landlord shall not have tendered possession of the Phase 1 Premises to Tenant within six (6) months after the Anticipated Commencement Date, then Tenant may terminate this Lease by written notice given to Landlord within twenty (20) days after the period expiration of time possession is delayedsuch six (6) month period. If In such event, Landlord shall refund any security deposit and advance rental payment theretofore paid by Tenant, and the Premises are ready for occupancy parties shall thereupon be relieved of any and all liability hereunder. Tenant right of access prior to the Phase 1 Premises Commencement Date shall be under all the terms, covenants, conditions and provisions of this Lease, except the obligation to pay rent. Within fifteen (15) days after (x) the Phase 1 Premises Commencement Date, Landlord and Tenant occupies shall execute a Certificate of Commencement in the Premises prior form of Exhibit “C”, and (y) each applicable commencement date with respect to said datea phase of the Demised Premises, Landlord and Tenant shall pay proportionate Base Rent execute a Certificate of Commencement in the form of Exhibit “C”. Tenant’s failure to execute and Rent Adjustments. The Premises deliver any Certificate of Commencement shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in affect the Premises or any part thereofapplicable Commencement Date, or if the delay in the availability of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and TenantExpiration Date.

Inability to Deliver Possession. If Landlord Subtenant, with Sublandlord’s, Landlord’s and Master Landlord’s consent, takes possession prior to the Commencement Date, Subtenant shall be do so subject to all the covenants and conditions of this Sublease and shall pay Rent for the period ending with the Commencement Date at the same rental as that prescribed for the first month of the Sublease Term, prorated accordingly. The parties anticipate that the Commencement Date will occur on September 1, 2015; provided, however that in the event Sublandlord is unable to give deliver possession of the Subleased Premises on the scheduled Commencement Date for any reason the rent reserved and covenanted to be paid herein and the Commencement Date Subtenant by September 1, 2015, Sublandlord shall not be deemed to have occurred until the Premises are available for occupancy by Tenant. No such failure to give possession on the scheduled Commencement Date shall subject Landlord to any liability for failure to give possession therefor, nor shall same such failure affect the validity of this Lease Sublease, or the obligation obligations of Tenant Subtenant hereunder, or extend the Sublease Term, but the Lease shaft be amendedin such case, at the option of Landlord, so that the Term shall be extended by the period of time possession is delayed. If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date, Tenant shall pay proportionate Base Rent and Rent Adjustments. The Premises Subtenant shall not be deemed obligated to be unready for Tenant's occupancy pay Rent or not substantially complete if only minor or insubstantial details perform any other obligation of construction, decoration or mechanical adjustments remain to be done in Subtenant hereunder (that {2779-0002/;2} requires performance on and after the Premises or any part thereof, or if the delay in the availability Commencement Date) until Sublandlord delivers possession of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of TenantSubtenant. In the event the Commencement Date does not occur on or before October 1, 2015 through no fault of any dispute as Subtenant, then at Subtenant’s option, Subtenant may terminate this Sublease upon ten (10) days prior written notice to whether Sublandlord. Upon such termination, all prepaid Rent and the Premises are ready for Tenant's occupancy, the decision of Landlord's architect Security Deposit shall be final and binding on Landlord and Tenantpromptly returned to Subtenant.

Inability to Deliver Possession. Tenant shall periodically update Landlord about the status of Tenant obtaining construction permits for the Phase 1 Premises. Approximately thirty (30) days before Tenant obtains such permits, Tenant will provide Landlord with a written notice stating that Tenant anticipates receiving such permits within thirty (30) days. Within five (5) business days after receiving such notice, Landlord shall deliver a notice to the existing occupant of the Phase 1 Premises, which notice shall provide that such occupant must vacate the Phase 1 Premises within thirty (30) days. Within ninety (90) days of the execution of this Lease by Landlord and Tenant, Landlord shall deliver to Tenant a written notice stating that the Phase 2 Fourth Floor Space will be free of all other tenancies or rights of other tenants by not later than twelve (12) months ​ ​ following the date of the execution of this Lease, but not earlier than five (5) months from the date of execution of this Lease. If Landlord shall be unable to give tender possession of the Phase 1 Premises on by September 1, 2021 (the scheduled “Anticipated Commencement Date Date”), by reason of: (i) the holding over or retention of possession of any tenant or occupant; (ii) the failure to complete repairs, improvements or decoration of the Phase 1 Premises or of the Building; or (iii) for any reason other reason, Landlord shall not be subject to any liability for the failure to tender possession on said date. In the case of holding over, Landlord shall have no responsibility for any delay in tendering possession of the Phase 1 Premises. Under any of the aforesaid circumstances, the rent reserved and covenanted to be paid herein shall not commence and the Phase 1 Premises Commencement Date shall be postponed on a day for day basis until possession of the Phase 1 Premises is tendered to Tenant; provided, however, that the Phase 1 Premises Commencement Date shall not be deemed to have occurred until the Premises are available for occupancy postponed by (i) any delays occasioned by Tenant’s failure to perform any of its obligations with respect to the construction of the Phase 1 Premises within the timeframes for such performance set forth in Exhibit “E”, or (ii) any delays in construction caused by and contractors retained by Tenant, or (iii) any delays in construction resulting from delays in the delivery or installation of improvements specified in Tenant’s Space Plan which are not Building standard. No such failure to give possession on the scheduled Commencement Date date set forth in Section 1(a)(6) shall subject Landlord to in any liability for failure to give possession nor shall same other respect affect the validity of this Lease or the obligation obligations of Tenant hereunder, but nor shall the same be construed to modify the Lease shaft be amendedTerm, at the option of Landlord, so that the Term which in all events shall be extended the number of years and months set forth in Section 1(a)(5); provided, however, that if Landlord shall not have tendered possession of the Phase 1 Premises to Tenant within six (6) months after the Anticipated Commencement Date, then Tenant may terminate this Lease by written notice given to Landlord within twenty (20) days after the period expiration of time possession is delayedsuch six (6) month period. If In such event, Landlord shall refund any security deposit and advance rental payment theretofore paid by Tenant, and the Premises are ready for occupancy parties shall thereupon be relieved of any and all liability hereunder. Tenant right of access prior to the Phase 1 Premises Commencement Date shall be under all the terms, covenants, conditions and provisions of this Lease, except the obligation to pay rent. Within fifteen (15) days after (x) the Phase 1 Premises Commencement Date, Landlord and Tenant occupies shall execute a Certificate of Commencement in the Premises prior form of Exhibit “C”, and (y) each applicable commencement date with respect to said datea phase of the Demised Premises, Landlord and Tenant shall pay proportionate Base Rent execute a Certificate of Commencement in the form of Exhibit “C”. Tenant’s failure to execute and Rent Adjustments. The Premises deliver any Certificate of Commencement shall not be deemed to be unready for Tenant's occupancy or not substantially complete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in affect the Premises or any part thereofapplicable Commencement Date, or if the delay in the availability of the Premises for occupancy shall be due to special work changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations, or shall be otherwise caused in whole or in part by delay and/or default on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant's occupancy, the decision of Landlord's architect shall be final and binding on Landlord and TenantExpiration Date.