Common use of LANDLORD'S FAILURE TO COMPLY Clause in Contracts

LANDLORD'S FAILURE TO COMPLY. If Tenant provides notice to Landlord of an event or circumstance which requires the action of Landlord with respect to the provision of repairs as set forth in Section 7.1 of this Lease, and Landlord fails to provide such action as required by the terms of this Lease within thirty (30) days after the date of such notice from Tenant (or if such repair is reasonably expected to require longer than thirty (30) days to complete, if Landlord shall fail to commence such repair within said thirty (30) day period or to diligently prosecute such repair to completion), then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days notice and cure period to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action including a percentage (not to exceed five percent (5%) of the cost thereof to compensate Tenant for all overhead, general conditions, fees and other costs or expenses arising from Tenant's involvement with such repairs and replacement) in which case the reimbursed amount shall be included in Operating Expenses to the extent the action, if taken by Landlord, would have been includable in Operating Expenses pursuant to Section 4.2.7 above. In the event Tenant takes such action, and such work will affect the Building Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work or their pricing is unreasonable, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class, institutional quality, office buildings in the San Diego, California area whose pricing is reasonable. If Tenant is entitled to reimbursement by Landlord of Tenant's reasonable costs and expenses in taking any action pursuant to this Section 7.3, Tenant shall so notify Landlord in writing (the "REIMBURSEMENT NOTICE"), which Reimbursement Notice shall specify in detail such costs and expenses. Within thirty (30) days after Landlord's receipt of a Reimbursement Notice, Landlord shall pay to Tenant any undisputed portion of such costs and expenses and shall notify Tenant in writing of those costs and expenses specified by Tenant in the Reimbursement Notice which Landlord disputes (the "DISPUTED AMOUNTS") and the reasons for such dispute. Any amounts which are not so identified by Landlord as Disputed Amounts within said thirty (30) day period shall be considered to be undisputed. To the extent Landlord fails to reimburse Tenant for the costs and expenses specified in the Reimbursement Notice within thirty (30) days after demand therefor, Tenant shall be entitled to offset the sum of (i) the amount of any undisputed portion of such costs and expenses and (ii) one-half of the amount of any Disputed Amount (which total sum may be referred to as the "PRE-JUDGMENT OFFSET AMOUNT") against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date of expiration of said thirty (30) day period until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full Pre-Judgment Offset Amount (plus such interest) has been so offset. If Tenant obtains a final judgment against Landlord for the remaining portion of the Disputed Amount and if Landlord fails to pay such judgment within thirty (30) days after the date such judgment is rendered, Tenant shall be entitled to offset such judgment against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date Landlord failed to timely reimburse Tenant for such costs and expenses until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full amount of such judgment (plus such interest) has been so offset. If Landlord obtains a final judgment against Tenant for the Disputed Amount, Tenant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] shall pay to Landlord such judgment (as it relates to the Disputed Amount plus interest Tenant has previously offset with respect to the Disputed Amount) within thirty (30) days after the date such judgment is rendered.

LANDLORD'S FAILURE TO COMPLY. If Tenant provides notice to Landlord of an event or circumstance which requires the action of Landlord with respect to the provision of repairs as set forth in Section 7.1 of this Lease, and Landlord fails to provide such action as required by the terms of this Lease within thirty (30) days after the date of such notice from Tenant (or if such repair is reasonably expected to require longer than thirty (30) days to complete, if Landlord shall fail to commence such repair within said thirty (30) day period or to diligently prosecute such repair to completion), then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days notice and cure period to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action including a percentage (not to exceed five percent (5%) of the cost thereof to compensate Tenant for all overhead, general conditions, fees and other costs or expenses arising from Tenant's involvement with such repairs and replacement) in which case the reimbursed amount shall be included in Operating Expenses to the extent the action, if taken by Landlord, would have been includable in Operating Expenses PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] pursuant to Section 4.2.7 above. In the event Tenant takes such action, and such work will affect the Building Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work or their pricing is unreasonable, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class, institutional quality, office buildings in the San Diego, California area whose pricing is reasonable. If Tenant is entitled to reimbursement by Landlord of Tenant's reasonable costs and expenses in taking any action pursuant to this Section 7.3, Tenant shall so notify Landlord in writing (the "REIMBURSEMENT NOTICE"), which Reimbursement Notice shall specify in detail such costs and expenses. Within thirty (30) days after Landlord's receipt of a Reimbursement Notice, Landlord shall pay to Tenant any undisputed portion of such costs and expenses and shall notify Tenant in writing of those costs and expenses specified by Tenant in the Reimbursement Notice which Landlord disputes (the "DISPUTED AMOUNTS") and the reasons for such dispute. Any amounts which are not so identified by Landlord as Disputed Amounts within said thirty (30) day period shall be considered to be undisputed. To the extent Landlord fails to reimburse Tenant for the costs and expenses specified in the Reimbursement Notice within thirty (30) days after demand therefor, Tenant shall be entitled to offset the sum of (i) the amount of any undisputed portion of such costs and expenses and (ii) one-half of the amount of any Disputed Amount (which total sum may be referred to as the "PRE-JUDGMENT OFFSET AMOUNT") against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date of expiration of said thirty (30) day period until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full Pre-Judgment Offset Amount (plus such interest) has been so offset. If Tenant obtains a final judgment against Landlord for the remaining portion of the Disputed Amount and if Landlord fails to pay such judgment within thirty (30) days after the date such judgment is rendered, Tenant shall be entitled to offset such judgment against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date Landlord failed to timely reimburse Tenant for such costs and expenses until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full amount of such judgment (plus such interest) has been so offset. If Landlord obtains a final judgment against Tenant for the Disputed Amount, Tenant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] shall pay to Landlord such judgment (as it relates to the Disputed Amount plus interest Tenant has previously offset with respect to the Disputed Amount) within thirty (30) days after the date such judgment is rendered.

LANDLORD'S FAILURE TO COMPLY. If Tenant provides notice to Landlord of an event or circumstance which requires the action of Landlord with respect to the provision of repairs as set forth in Section 7.1 of this Lease, and Landlord fails to provide such action as required by the terms of this Lease within thirty (30) days after the date of such notice from Tenant (or if such repair is reasonably expected to require longer than thirty (30) days to complete, if Landlord shall fail to commence such repair within said thirty (30) day period or to diligently prosecute such repair to completion), then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days notice and cure period to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action including a percentage (not to exceed five percent (5%) of the cost thereof to compensate Tenant for all overhead, general conditions, fees and other costs or expenses arising from Tenant's involvement with such repairs and replacement) in which case the reimbursed amount shall be included in Operating Expenses to the extent the action, if taken by Landlord, would have been includable in Operating Expenses pursuant to Section 4.2.7 above. In the event Tenant takes such action, and such work will affect the Building Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work or their pricing is unreasonable, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class, institutional quality, office buildings in the San Diego, California area whose pricing is reasonable. If Tenant is entitled to reimbursement by Landlord of Tenant's reasonable costs and expenses in taking any action pursuant to this Section 7.3, Tenant shall so notify Landlord in writing (the "REIMBURSEMENT NOTICE"), which Reimbursement Notice shall specify in detail such costs and expenses. Within thirty (30) days after Landlord's receipt of a Reimbursement Notice, Landlord shall pay to Tenant any undisputed portion of such costs and expenses and shall notify Tenant in writing of those costs and expenses specified by Tenant in the Reimbursement Notice which Landlord disputes (the "DISPUTED AMOUNTS") and the reasons for such dispute. Any amounts which are not so identified by Landlord as Disputed Amounts within said thirty (30) day period shall be considered to be undisputed. To the extent Landlord fails to reimburse Tenant for the costs and expenses specified in the Reimbursement Notice within thirty (30) days after demand therefor, Tenant shall be entitled to offset the sum of (i) the amount of any undisputed portion of such costs and expenses and (ii) one-half of the amount of any Disputed Amount (which total sum may be referred to as the "PRE-JUDGMENT OFFSET AMOUNT") against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date of expiration of said thirty (30) day period until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full Pre-Judgment Offset Amount (plus such interest) has been so offset. If Tenant obtains a final judgment against Landlord for the remaining portion of the Disputed Amount and if Landlord fails to pay such judgment within thirty (30) days after the date such judgment is rendered, Tenant shall be entitled to offset such judgment against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date Landlord failed to timely reimburse Tenant for such costs and expenses until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full amount of such judgment (plus such interest) has been so offset. If Landlord obtains a final judgment against Tenant for the Disputed Amount, Tenant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] shall pay to Landlord such judgment (as it relates to the Disputed Amount plus interest Tenant has previously offset with respect to the Disputed Amount) within thirty (30) days after the date such judgment is rendered.. PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

LANDLORD'S FAILURE TO COMPLY. If Tenant provides notice to Landlord of an event or circumstance which requires the action of Landlord with respect to the provision of repairs as set forth in Section 7.1 of this Lease, Lease and such failure relates to repairs required within the Premises and Landlord fails to provide perform such action repair within the Premises as required by the terms of this Lease within thirty (30) days after the date of such notice from Tenant (or if such repair is reasonably expected to require longer than thirty (30) days to complete, if Landlord shall fail to commence such repair within said thirty (30) day period or to diligently prosecute such repair to completion), then Tenant may proceed to take the required action in the Premises upon delivery of an additional ten five (105) business days days’ notice and cure period to Landlord specifying that Tenant is taking such required actionaction in the Premises, and if such action was required under the terms of this Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's ’s reasonable costs and expenses in taking such action including a reasonable percentage (not to exceed five percent (5%) of the cost thereof to compensate Tenant for all overhead, general conditions, fees and other costs or expenses arising from Tenant's ’s involvement with such repairs and replacement) in which case the reimbursed amount shall be included in Operating Expenses to the extent the action, if taken by Landlord, would have been includable in Operating Expenses pursuant to Section 4.2.7 4.2.4 above. In Notwithstanding the foregoing, in the event Tenant takes such action, and such work will affect the Building Systems and Equipment, structural integrity (i) of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work or their pricing an “Emergency” (as that term is unreasonable, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class, institutional quality, office buildings in the San Diego, California area whose pricing is reasonable. If Tenant is entitled to reimbursement by Landlord of Tenant's reasonable costs and expenses in taking any action pursuant to this Section 7.3, Tenant shall so notify Landlord in writing (the "REIMBURSEMENT NOTICE"defined below), which Reimbursement Notice shall specify in detail such costs and expenses. Within thirty (30) days after Landlord's receipt of a Reimbursement Notice, Landlord shall pay have such shorter period of time as may be reasonable under the circumstances to Tenant any undisputed portion of take such costs required action to repair the Premises, and expenses and no additional notice shall notify Tenant in writing of those costs and expenses specified be required to be given by Tenant in the Reimbursement Notice which to Landlord disputes (the "DISPUTED AMOUNTS") and the reasons for such dispute. Any amounts which are not so identified by Landlord as Disputed Amounts within said thirty (30) day period shall be considered to be undisputed. To the extent Landlord fails to reimburse Tenant for the costs and expenses specified in the Reimbursement Notice within thirty (30) days after demand thereforif an Emergency exists, Tenant shall be entitled to offset the sum of (i) the amount of any undisputed portion of such costs and expenses and or (ii) one-half (A) of a roof leak which compromises the classification of the amount manufacturing room located within the Premises, (B) of a problem with the common electrical panel to the extent preventing any Disputed Amount of the air handling units serving the Premises to start, (which total sum C) of a lack of power to the manufacturing units serving the Premises to the extent preventing them from operating effectively, (D) the utility area equipment serving the Premises (including, but not limited to, boilers, chillers) does not operate, (E) the air handling units serving the laboratories within the Premises will not start, or (F) the common industrial sanitary waste line(s) serving the Premises malfunction, but in the case of each of the foregoing occurrences identified in items (A) through (F) above, all to the extent such items actually disrupt the manufacturing operation in the Premises in more than a de minimis manner, and Landlord is otherwise obligated to repair and maintain such items pursuant to the terms of the Lease, Landlord shall have such shorter period of time as may be referred to as the "PRE-JUDGMENT OFFSET AMOUNT") against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date of expiration of said thirty (30) day period until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full Pre-Judgment Offset Amount (plus such interest) has been so offset. If Tenant obtains a final judgment against Landlord for the remaining portion of the Disputed Amount and if Landlord fails to pay such judgment within thirty (30) days after the date such judgment is rendered, Tenant shall be entitled to offset such judgment against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date Landlord failed to timely reimburse Tenant for such costs and expenses until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full amount of such judgment (plus such interest) has been so offset. If Landlord obtains a final judgment against Tenant for the Disputed Amount, Tenant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] shall pay to Landlord such judgment (as it relates to the Disputed Amount plus interest Tenant has previously offset with respect to the Disputed Amount) within thirty (30) days after the date such judgment is rendered.reasonable under

LANDLORD'S FAILURE TO COMPLY. If Tenant provides notice to Landlord of an event or circumstance which requires the action of Landlord with respect to the provision of repairs as set forth in Section 7.1 of this Lease, and Landlord fails to provide such action as required by the terms of this Lease within thirty (30) days after the date of such notice from Tenant (or if such repair is reasonably expected to require longer than thirty (30) days to complete, if Landlord shall fail to commence such repair within said thirty (30) day period or to diligently prosecute such repair to completion), then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days notice and cure period to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action including a percentage (not to exceed five percent (5%) of the cost thereof to compensate Tenant for all overhead, general conditions, fees and other costs or expenses arising from Tenant's involvement with such repairs and replacement) in which case the reimbursed amount shall be included in Operating Expenses to the extent the action, if taken by Landlord, would have been includable in Operating Expenses pursuant to Section 4.2.7 above. In the event Tenant takes such action, and such work will affect the Building Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Project for such work unless such contractors are unwilling or unable to perform such work or their pricing is unreasonable, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class, institutional quality, office buildings in the San Diego, California area whose pricing is reasonable. If Tenant is entitled to reimbursement by Landlord of Tenant's reasonable costs and expenses in taking any action pursuant to this Section 7.3, Tenant shall so notify Landlord in writing (the "REIMBURSEMENT NOTICE"), which Reimbursement Notice shall specify in detail such costs and expenses. Within thirty (30) days after Landlord's receipt of a Reimbursement Notice, Landlord shall pay to Tenant any undisputed portion of such costs and expenses and shall notify Tenant in writing of those costs and expenses specified by Tenant in the Reimbursement Notice which Landlord disputes (the "DISPUTED AMOUNTS") and the reasons for such dispute. Any amounts PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] which are not so identified by Landlord as Disputed Amounts within said thirty (30) day period shall be considered to be undisputed. To the extent Landlord fails to reimburse Tenant for the costs and expenses specified in the Reimbursement Notice within thirty (30) days after demand therefor, Tenant shall be entitled to offset the sum of (i) the amount of any undisputed portion of such costs and expenses and (ii) one-half of the amount of any Disputed Amount (which total sum may be referred to as the "PRE-JUDGMENT OFFSET AMOUNT") against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date of expiration of said thirty (30) day period until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full Pre-Judgment Offset Amount (plus such interest) has been so offset. If Tenant obtains a final judgment against Landlord for the remaining portion of the Disputed Amount and if Landlord fails to pay such judgment within thirty (30) days after the date such judgment is rendered, Tenant shall be entitled to offset such judgment against Base Rent payable by Tenant under this Lease together with interest at the Interest Rate specified in Article 25 of this Lease from the date Landlord failed to timely reimburse Tenant for such costs and expenses until the date of offset (up to a maximum offset each month of twenty percent (20%) of the Base Rent payable for the Building) until the full amount of such judgment (plus such interest) has been so offset. If Landlord obtains a final judgment against Tenant for the Disputed Amount, Tenant PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] shall pay to Landlord such judgment (as it relates to the Disputed Amount plus interest Tenant has previously offset with respect to the Disputed Amount) within thirty (30) days after the date such judgment is rendered.