Common use of Leasehold Improvement Allowance Clause in Contracts

Leasehold Improvement Allowance. (a) Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales Taxes, if applicable (“Leasehold Improvement Allowance”), to be applied by Tenant toward the cost of the Tenant’s Work on the latest to occur of: (i) the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 2 contracts

Samples: Lease Expansion and Amending Agreement (PointClickCare Corp.), Lease Expansion and Amending Agreement (PointClickCare Corp.)

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Leasehold Improvement Allowance. The Landlord agrees to provide a Leasehold Improvement Allowance to the Tenant of $18.00 per gross rentable square foot (aplus GST) of the Premises, which shall be useable by the Tenant to pay for the cost of working drawings, materials, labour, the cost of securing required permits and leasehold improvements, which shall be installed according to a space plan to be agreed between the Landlord and the Tenant. All plans and specifications, details and finishes pertaining to such construction and completion of leasehold improvements shall be agreed to by the Landlord, in accordance with the terms of the Lease, prior to commencing construction. This work shall exclude the Tenant’s telecommunication cabling, wiring costs and any other improvements which may be ‘capital improvements’ for the Tenant’s business. The amount, if any, by which the actual cost of such construction and completion exceeds the Landlord’s contribution as provided herein shall be solely the responsibility of and shall be paid by the Tenant The Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales Taxes, if applicable (“Leasehold Improvement Allowance”), to be applied by Tenant toward the cost of the Tenant’s Work on the latest to occur of: (i) the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing to Landlord: (A) receipted invoices for the performance of Allowance only when all of the Tenant’s Work following have occurred or been completed: a) full lease execution by both the Tenant and Landlord; (Bb) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) substantial completion of the Tenant’s Work in accordance with leasehold improvement work; c) occupancy by and commencement of business from the terms hereof Premises by the Tenant; d) upon receipt of a sworn statutory declaration by the Tenant declaring that all Tenant work has been completed and paid for and that there are no outstanding claims for liens; e) the Commencement Date of the Lease. The Landlord may deduct from such amounts any arrears of Annual Basic and Additional Rent and any amounts payable by the Tenant under this proposal. The Tenant shall pay to the satisfaction Landlord on the Commencement date a co-ordination fee of Landlord, acting reasonably. fifty cents (b$0.50) For greater certainty, the amount per square foot of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost gross leasable area of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, Premises for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost coordination of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant Work. The following is then in receipt of a notice of default for which notice is required pursuant added to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is providedas Section 4.00: Section 4. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the 00 - Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Office Lease (Alliance Data Systems Corp)

Leasehold Improvement Allowance. LESSOR shall reimburse LESSEE for the costs incurred by the LESSEE with respect to any refurbishment of the Premises that LESSEE undertakes (a) Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales Taxes, if applicable (Leasehold Improvement AllowanceRefurbishment”), to which Refurbishment shall be applied by Tenant toward the cost of the Tenant’s Work on the latest to occur of: (i) the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work conducted in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, up to a amount of Five Hundred Fifty Thousand and No/100 Dollars ($550,000.00) (the “LESSOR’S Contribution”), subject to the provisions hereof. To the extent that the Refurbishment exceeds the LESSOR’s Contribution, LESSEE shall be entirely responsible for which no notice and cure period is providedsuch excess. If any of the foregoing have occurred on the date upon which Landlord intends The LESSOR’s Contribution shall be payable by LESSOR to deliver the Leasehold Improvement Allowance LESSEE (or, at LESSOR’s election, directly to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien LESSEE’s general contractor or certificate of action has been discharged or such default or other occurrence has been remedied subcontractors) in installments in accordance with the Leaseprovisions hereof as the Refurbishment progresses; provided, at however, that no single installment shall be for the less than Fifty Thousand and No/100 Dollars ($50,000.00). Prior to payment of any such installment, LESSEE shall deliver to LESSOR a written request, to be submitted no more frequently than once every thirty (30) days, for such disbursement, which time Landlord request shall release be accompanied by: (i) invoices for the Leasehold Improvement Allowance Refurbishment covered by any previous requisition; (ii) copies of partial lien waivers or final lien waivers (in the case of a final installment); and (iii) a certificate signed by the architect (if any) and an officer of the LESSEE certifying that the Refurbishment represented by the aforementioned invoices has been completed substantially in accordance with the plans (if any) that were required to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord be previously approved by Tenant pursuant to LESSOR in accordance with the Lease provided in connection with the Refurbishment, and that the Landlord delivers to remaining portion of the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right LESSOR’s Contribution is sufficient to pay itself or any other contractor of Tenant any amounts payable in respect of any full for the completion of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (e) Refurbishment. If at any time during the Term: (i) amount of the Lease LESSOR’s Contribution remaining is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment insufficient to pay for the benefit remaining amount of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at lawthe Refurbishment, the unamortized LESSEE shall pay from its own funds all further sums necessary to enable LESSEE and LESSEE’s architect (if any) to again make the certification required under subsection (iii) above. Any portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; LESSOR’s Contribution which has not been applied on or before March 31, 2006, shall be deemed forfeited by LESSEE and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term LESSOR shall immediately become due and payable to Landlord as Additional Renthave no further obligation with respect thereto. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Agreement (Ansys Inc)

Leasehold Improvement Allowance. (a) It is understood and agreed that Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirtybeing the sum of thirty-Three Thousand, Five Hundred Dollars five dollars ($133,500.00)35.00) per sq.ft. multiplied by the Rentable Area of the Leased Premises, plus Sales Taxestogether with GST thereon, if applicable (the “Leasehold Improvement Allowance”), . Tenant shall use the Leasehold Improvement Allowance to be applied by Tenant toward pay the cost of the TenantTxxxxx’s Work on the latest to occur of: (i) the expiry of all applicable lien periods provided for work in the Construction Lien Act (Ontario);Leased Premises for its use and operation. (iib) Notwithstanding the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant provisions of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; foregoing, Landlord shall, on no more than three (iv3) Tenant’s providing occasions, allow Tenant to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment draw portions of the Leasehold Improvement Allowance, which request must shall be delivered payable within twelve thirty (1230) months days following the Expansion Premises Commencement Date; and (vi) completion date of the Tenant’s Work written request for such draw, subject to construction lien holdback, which shall be no more than 10% in accordance with the terms hereof to aggregate of the satisfaction of Landlord, acting reasonablysaid Leasehold Improvement Allowance. (bc) For greater certainty, the amount Payment of Leasehold Improvement Allowance (each progress draw shall be subject to the maximum amount statedfollowing: i) delivery of invoices for costs incurred to which date of such advance; ii) Tenant is entitled hereunder shall equal satisfying Landlord that the actual cost value of the construction materials and labour is commensurate with the amounts invoiced; iii) statement of Txxxxx’s contractor certifying that the level of work has been completed in respect to the current progress draw for the same has been made to Landlord; and iv) a draw request from Tenant to Landlord, including therewith Tenant’s Work as evidenced by receipted invoices delivered pursuant G.S.T registration number. d) In addition to the foregoing provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance final advance of the Leasehold Improvement Allowance remaining for the Leased Premises shall be retained by payable upon the following conditions: i) the delivery to Landlord and, correspondingly, if of proof of payment of worker’s compensation assessment for all Tenant’s contractors and subcontractors ii) the actual cost completion of Tenant’s Work exceeds One Hundred leasehold improvements and Thirty-Three Thousandtrade fixtures, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs and iii) the delivery to Landlord of a statutory declaration stating that there are no construction liens registered or outstanding affecting the Leased Premises in respect to Tenant’s Work beyond such amountleasehold improvements, or trade fixtures, and that all accounts for work, services or materials have been paid in full with respect to Txxxxx’s leasehold improvements and trade fixtures. (ce) Notwithstanding the foregoing, If Landlord shall be under no obligation fails to pay any instalment(s) of the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is when otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance due to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until then Tenant may set-off any such time as such claim for lien or certificate unpaid instalment(s) together with interest thereon at a rate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. six (d6) Landlord shall have the right to deduct percent per annum from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof Net Rent and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable Additional Rent next coming due until set-off in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowancefull. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Agreement (Alliance Data Systems Corp)

Leasehold Improvement Allowance. (a) Landlord Sublandlord shall pay to the Tenant named hereinprovide Subtenant with materials, one time onlyon site, a leasehold improvement allowance calculated at up to One costing approximately Sixty Thousand Six Hundred Ninety-seven and Thirty-Three Thousand, Five Hundred 46/100 Dollars ($133,500.0060,697.46), plus Sales Taxes, if applicable for incorporation into the Initial Leasehold Improvements. Those materials (the "Sublandlord Supplied Materials") and the cost of the same are listed on the attached Exhibit G. Sublandlord shall also provide Subtenant with an improvement allowance (the "Leasehold Improvement Allowance”)") not to exceed One Million Eighty-five Thousand Seven Hundred and No/100 Dollars ($1,085,700.00) [i.e., Thirty Dollars ($30.00) per square foot of rentable area in the Subleased Premises], to be applied by Tenant toward to the cost of the Tenant’s Work on Initial Leasehold Improvements. The Leasehold Improvement Allowance shall be paid by Sublandlord to Subtenant in not more than three (3) installments, payable jointly to Subtenant and Subtenant's Contractor, as the latest to occur of: Initial Leasehold Improvements are completed. The first two (2) installments (which shall not exceed, in the aggregate, two thirds (2/3) of the total amount of the Leasehold Improvement Allowance) shall be paid (provided that Subtenant is not in default under this Sublease) within thirty (30) days after Subtenant's submission of a written payment request identifying the items for which payment is sought and the amount of such payment, which payment request is accompanied by (i) a certificate of Subtenant's architect to Sublandlord and any other party reasonably designated by Sublandlord, specifying that the expiry of all applicable lien periods provided work for which Subtenant is seeking reimbursement has been performed in accordance with the Construction Lien Act (Ontario); Leasehold Improvement Plans and Specifications, (ii) invoices for the Expansion Premises Commencement Date; work for which Subtenant is seeking reimbursement, and (iii) interim (or if final payment for an item is sought, final) releases of lien, in form and substance reasonably satisfactory to Sublandlord, from all contractors and materialmen who supplied labor or materials for the actual, physical occupancy by Tenant work for which Subtenant is seeking reimbursement. The final installment of the whole Leasehold Improvement Allowance shall be paid (provided that Subtenant is not in default under this Sublease) within thirty (30) days after the last to occur of the Expansion Premises for the active and diligent conduct of business therefrom; following: (ivi) Tenant’s providing to Landlord: (A) receipted invoices for the performance final completion of all of the Tenant’s Work completed; Initial Leasehold Improvements in accordance with the terms of this Sublease, (Bii) a statutory declaration by Tenant (or a senior officer evidence of Tenant) and by each the satisfaction of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry requirements of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed governmental authorities with respect thereto, (iii) receipt of releases of lien from all contractors and materialmen who supplied labor or materials for the Initial Leasehold Improvements, (iv) Sublandlord's receipt of from Subtenant of invoices for materials and labor for the Initial Leasehold Improvements in an amount equal to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment or in excess of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (Bv) Subtenant having commenced to use the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Subleased Premises Term shall immediately become due and payable to Landlord as Additional Rentfor office purposes. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Sublease (Informax Inc)

Leasehold Improvement Allowance. (a) It is understood and agreed that Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirtybeing the sum of thirty-Three Thousand, Five Hundred Dollars five dollars ($133,500.00)35.00) per sq.ft. multiplied by the Rentable Area of the Premises, plus together with the Sales TaxesTaxes thereon, if applicable (the “Leasehold Improvement Allowance”), . The Tenant shall use the Leasehold Improvement Allowance to be applied by Tenant toward pay the cost of the Tenant’s Work on in the latest to occur of:Premises for its use and operation. (ib) Notwithstanding the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant provisions of the whole of foregoing, Landlord shall, on no more than three (3) occasions, allow the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing Tenant to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment draw portions of the Leasehold Improvement Allowance, which request must shall be delivered payable within twelve thirty (1230) months days following the Expansion Premises Commencement Date; and (vi) completion date of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlordwritten request for such draw, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to construction lien holdback, which shall be no more than 10% in the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost aggregate of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the said Leasehold Improvement Allowance. (ec) If at any time during Payment of each progress draw shall be subject to the Term: following: (i) the Lease is terminated by reason delivery of a default invoices for costs incurred to date of Tenant; or such advance; (ii) the Tenant satisfying Landlord that the value of the construction materials and labour is commensurate with the amounts invoiced; (iii) statement of the Tenant’s contractor certifying that the level of work has become bankrupt or insolvent or has taken been completed in respect to the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment current progress draw for the benefit of creditors or any arrangement or compromisesame has been made to the Landlord; and (iv) a draw request from the Tenant to the Landlord, then in such event, and without prejudice including therewith the Tenant’s G.S.T registration number. (d) In addition to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion foregoing provisions the final advance of the Leasehold Improvement Allowance calculated from for the earlier of: Premises shall be payable upon the following conditions: (Ai) the date delivery to the Landlord of proof of payment of worker’s compensation assessment for all the then most recent unpaid rental payment; Tenant’s contractors and (B) the day before the occurrence of either subsection (e)(i) or subcontractors (ii) abovethe completion of the Tenant’s Leasehold Improvements and trade fixtures, on and (iii) the basis delivery to the Landlord of an assumed rate of depreciation on a straight line basis statutory declaration stating that there are no construction liens registered or outstanding affecting the Premises in respect to zero over the Expansion Premises Term shall immediately become due Tenant’s Leasehold Improvements, or trade fixtures, and payable that all accounts for work, services or materials have been paid in full with respect to Landlord as Additional Rentthe Tenant’s Leasehold Improvements and trade fixtures. (fe) For greater certaintyIf the Landlord fails to pay any installment(s) of the Leasehold Improvement Allowance to the Tenant when otherwise due to the Tenant, where used then the Tenant may set-off any such unpaid installment(s) together with interest thereon at a rate of six (6) percent per annum from the Basic Rent and Additional Rent next coming due until set-off in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreementfull.

Appears in 1 contract

Samples: Lease (Alliance Data Systems Corp)

Leasehold Improvement Allowance. The parties hereto agree that: (a) Providing the conditions for advance set out in Section 12 (c) or (d) below, as applicable, are satisfied, Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirtyof Twenty-Three Thousand, Five Hundred Dollars ($133,500.00)25.00) per square foot multiplied by the Rentable Area of the Expansion Portion of the Premises, plus Sales Taxestogether with GST thereon, if applicable (the “Leasehold Improvement Allowance”), Tenant may use the Leasehold Improvement Allowance to be applied by Tenant toward pay the cost of the Tenant’s Work on and for furnishing and fitting the latest to occur of: (i) the expiry of all applicable lien periods provided Expansion Portion for in the Construction Lien Act (Ontario)its use and operation; (iib) Notwithstanding the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant provisions of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; foregoing, Landlord shall, on no more than two (iv2) Tenant’s providing occasions, allow Tenant to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment draw portions of the Leasehold Improvement Allowance, which request must shall be delivered payable within twelve five (125) months business days following the Expansion Premises Commencement Datedate of the Tenant’s written request for such draw, subject to construction lien holdback. (c) Payment of each progress draw shall be subject to the following: (i) Tenant is not then in default of the Lease as amended hereby, beyond any permitted curative period; (ii) delivery by Tenant of invoices for costs incurred to the date of such advance; (iii) Tenant satisfying Landlord that the value of the construction materials and labour is commensurate with the amounts invoiced; (iv) all necessary permits and approvals for Tenant’s Work have been obtained; (v) statement of Tenant’s contractor certifying that the level of work has been completed in respect to the current progress draw for the same has been delivered to Landlord; and (vi) completion of the a written draw request has been submitted from Tenant to Landlord, including therewith Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonablyvalid GST registration number. (bd) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance The final advance of the Leasehold Improvement Allowance remaining for the Expansion Portion of the Premises shall be retained by payable upon the following conditions: (i) satisfaction of the conditions set out in Section 12 (c) above; (ii) the delivery to Landlord and, correspondingly, if of proof of payment of worker’s compensation assessment for all Tenant’s contractors and subcontractors; (iii) the actual cost completion of Tenant’s Work exceeds One Hundred leasehold improvements and Thirty-Three Thousand, Five Hundred Dollars trade fixtures; and ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs iv) the delivery to Landlord of a statutory declaration stating that there are no construction liens registered or outstanding affecting the Expansion Portion in respect to Tenant’s Work beyond such amountleasehold improvements, or trade fixtures, and that all accounts for work, services or materials have been paid in full with respect to Tenant’s leasehold improvements and trade fixtures. (ce) Notwithstanding the foregoing, If Landlord shall be under no obligation fails to pay any installment(s) of the Leasehold Improvement Allowance to Tenant ifwhen otherwise due to Tenant, upon then Tenant may set-off any such unpaid installments) together with interest thereon at a rate of six (6%) per annum from the date Basic Rent and Additional Rent next coming due in respect of the Expansion Portion of the Premises until set-off in full; (f) Landlord shall be entitled to withhold a portion of the amount to be advanced by it in order to comply with the provisions of the Ontario Construction Lien Act or similar legislation or any worker’s compensation or occupational health and safety legislation and shall advance such intended payment, withheld portion to Tenant when evidence of payment and compliance are presented to Landlord or at the expiration of the lien period so long as it has received no notice of a claim for lien. If notice of a claim for lien or certificate of action has been registered on title received by Landlord referable to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant prior to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) payment of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends amounts to deliver the Leasehold Improvement Allowance be paid to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, be entitled to withhold payment until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant.completely vacated; and (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (eg) If at any time during the Term: (iTerm any event of default under Section 15.1(d) of the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at lawshall have occurred, the unamortized portion balance of the Leasehold Improvement Allowance (calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term Term) shall become immediately become due and payable as a debt due to Landlord on the day immediately preceding the occurrence of the event of default and such amount shall be collectible in the same manner as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean rent due under the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Amending Agreement (Alliance Data Systems Corp)

Leasehold Improvement Allowance. Landlord shall contribute an amount equal to Twenty-Five and 00/100 Dollars (a$25.00) per net rentable square foot, inclusive of all design fees and moving allowance ("Leasehold Improvement Allowance") for the actual costs of designing and constructing the Leasehold Improvements as such costs are incurred. Landlord shall pay actual costs, up to a maximum amount equal to the Tenant named hereinLeasehold Improvement Allowance directly to the contractor promptly following receipt of billing and reasonably satisfactory documentation, one time onlyincluding appropriate contractor affidavits and waivers from the contractor and all subcontractors engaged in installing or constructing the Leasehold Improvements. Notwithstanding the foregoing, a leasehold improvement allowance calculated Tenant, at Tenant's election, shall be entitled to increase its Leasehold Improvement Allowance up to One Hundred but not exceeding Forty-Five and Thirty-Three Thousand, Five Hundred 00/100 Dollars ($133,500.00), plus Sales Taxes, if applicable (“45.00) per net rentable square foot of space with the Premises. In the event Tenant elects to increase the Leasehold Improvement Allowance”)Allowance above the Twenty-Five and 00/100 Dollars ($25.00) per net rentable square foot amount otherwise provided in this Lease, the Base Rent due and payable under this Lease for the eighty-four (84) month Term of this Lease shall be proportionately increased as follows: if Tenant increases the Leasehold Improvement Allowance to Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the initial twelve (12) month period of this Lease shall be Fourteen and 35/100 Dollars ($14.35) per net rentable square foot, and if such increased Leasehold Improvement Allowance used is less than Forty-Five and 00/100 Dollars ($45.00) per net rentable square foot, the Base Rent rate for the shall be proportionately adjusted for initial twelve (12) month period of this Lease. In such event, this Lease shall be promptly amended, as appropriate, to be applied by Tenant toward reflect the cost revised initial Base Rent as well as the revised Base Rent for each subsequent twelve (12) month period of the Tenant’s Work on Lease Term. The Base Rent Escalation shall not apply to the latest to occur of: (i) the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant portion of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Base Rent attributable to Tenant’s providing to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment 's increase of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Agreement (Tripath Imaging Inc)

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Leasehold Improvement Allowance. (a) It is understood and agreed that the Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirty-Three Thousandbeing the sum of $11.50 per square foot multiplied by the Rentable Area of the Leased Premises, Five Hundred Dollars together with GST thereon, ($133,500.00), plus Sales Taxes, if applicable (the “Leasehold Improvement Allowance”), . The Tenant shall use the Leasehold Improvement Allowance to be applied by Tenant toward pay the cost of Tenant’s Work in the Leased Premises. Should there be any unused portion of the Leasehold Improvement Allowance, then, up to a maximum of 10% of the Leasehold Improvement Allowance, shall be credited against Rent next becoming due, with the balance payable in accordance with (d) below. (b) Notwithstanding the provisions of the foregoing, and so long as this Lease has been executed, in a form acceptable to the Landlord, and delivered by the Tenant to the Landlord, the Landlord shall, no more than on 3 occasions, allow the Tenant to draw portions of the Leasehold Improvement Allowance, of up to 75% of the Leasehold Improvement Allowance, which shall correspond to not less than the percentage of Tenant’s Work completed at the time of the request as confirmed by the Landlord or its representative, acting reasonably, and each draw shall be payable within 5 Business Days following the date of the Tenant’s written request for such draw, subject to construction lien holdback, which shall be no more than 10% in the aggregate of the said Leasehold Improvement Allowance. (c) The payment of each progress draw shall be subject to the Tenant not being in default under this Lease with the Landlord, and subject to the delivery of the following to the Landlord: (i) receipted and paid invoices for the costs of Tenant’s Work on incurred to date of such advance; (ii) the latest Tenant satisfying the Landlord that the value of the construction materials and labour is commensurate with the amounts invoiced; (iii) statutory declaration of the Tenant’s general contractor certifying the level of work which has been completed in respect to occur ofthe current progress draw; (iv) a draw request from the Tenant to the Landlord, including therewith the Tenant’s GST registration number; and (v) there are no outstanding construction liens, in respect to the Tenant’s Work, against the Building. (d) In addition to the foregoing provisions the final advance of the Leasehold Improvement Allowance for the Leased Premises shall be payable upon the following conditions: (i) the expiry delivery to the Landlord of proof of payment of the worker’s compensation assessment for all applicable lien periods provided for in the Construction Lien Act (Ontario)Tenant’s contractors and subcontractors; (ii) the Expansion Premises Commencement Datecompletion of the Tenant’s Work and trade fixtures; (iii) the actual, physical occupancy by Tenant delivery to the Landlord of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing to Landlord: (A) receipted invoices for the performance of all of a statutory declaration from the Tenant’s Work completed; (B) a statutory declaration by Tenant (general contractor stating that there are no construction liens registered or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after outstanding affecting the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating Leased Premises in respect to the Tenant’s Work Work, and that all accounts for work, services or materials have been paid in full; (III) that no lien has or may be claimed full with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (Civ) evidence, satisfactory to Landlord, acting reasonably, that all building permits related delivery to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment a statutory declaration from the Tenant stating that at least 90% of the amount of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following Allowance has been expended for the Expansion Premises Commencement Date; and (vi) completion cost of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement AllowanceLeased Premises. (e) If at the Landlord fails to pay any time during the Term: (iinstalment(s) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated to the Tenant when otherwise due to the Tenant, and same remains unpaid for a period of 10 days following notice from the earlier of: (ATenant thereof, then the Tenant may set-off any such unpaid instalment(s) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed together with interest thereon at a rate of depreciation on a straight line basis to zero over 6% per annum from the Expansion Premises Term shall immediately become Rent next coming due and payable to Landlord as Additional Rentuntil set-off has been satisfied in full. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Agreement (Alliance Data Systems Corp)

Leasehold Improvement Allowance. Tenant intends to perform certain improvements (athe “Improvements”) to the Premises upon execution of this Amendment. Landlord shall pay to provide an allowance (the Tenant named herein, one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales Taxes, if applicable (“Leasehold Improvement Allowance”) to Tenant in the amount of Fifty and 00/100 Dollars ($50.00) per rentable square foot, for a total amount of Five Million Eighteen Thousand Fifty and 00/100 Dollars ($5,018,050.00), for application to be applied the costs and expenses, more particularly set forth below, incurred by Tenant toward the cost of the Tenant’s Work or on the latest to occur of: (i) the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy by Tenant of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer behalf of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid . If Tenant incurs costs in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for payment excess of the Leasehold Improvement AllowanceAllowance in connection with the Improvements, which request must then all such excess costs shall be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion born solely by Tenant. The application of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject by Landlord shall be limited to payment of the following costs and expenses incurred by or on behalf of Tenant in connection with the Improvements: the actual documented and verified cost pursuant to Tenant’s design, architectural, engineering and construction contracts or invoices, including without limitation the associated contractor’s overhead and profit and general conditions, incurred in the construction of the Improvements to the maximum amount statedPremises, except for the making of improvements, installation of fixtures or incorporation of other items which are moveable rather than permanent improvements in the nature of trade fixtures, examples of which may include furniture, telephone communications and security equipment, and bench-top laboratory equipment items such as microscopes. The Tenant may only apply to Landlord for reimbursement from the Leasehold Improvement Allowance as follows: up to fifty percent (50%) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant Leasehold Improvement Allowance shall be reimbursed such lesser amount payable in calendar year 2012 and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if payable in calendar year 2013 and/or calendar year 2014. During the actual cost construction of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), any Improvements with respect to which Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation desires to pay have the Leasehold Improvement Allowance to Tenant ifapplied, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Leasecommercially reasonable terms and conditions typically imposed upon a landlord pursuant to a construction loan agreement, at which time such as, without limitation, lien waiver, and other requisition conditions, Tenant shall, on a periodic basis (but in any event no more frequently than once per month), deliver to Landlord shall release a requisition (“Requisition”) for payment showing the Leasehold Improvement Allowance to Tenant. (d) costs of the Improvements in question and the amount of the current payment requested from Landlord shall have the right to deduct for disbursement from the Leasehold Improvement Allowance all amounts owing to Landlord by within thirty (30) days after receipt of Tenant’s Requisition. Following the completion of any such Improvements, Tenant pursuant shall deliver to the Lease provided that Landlord, within ninety (90) days of completion, a statement showing the Landlord delivers final costs of such Improvements, the amounts paid to date by or on behalf of the Tenant for such Improvements, and any amounts available for release of retainage, together with a detailed accounting copy of such deductions including the final as built drawings of any Improvements. In no event shall Landlord charge any markup or oversight fee for any work performed by Tenant; provided, however, Tenant shall reimburse Landlord for any reasonable particulars thereof third party out of pocket expenses incurred by Landlord up to Five Thousand Dollars ($5,000.00) in connection with Landlord’s review of the plans and specifications together with the Improvements; provided, however, Landlord shall have first use in house personnel to review the right to pay itself or any other contractor of Tenant any amounts payable plans and specifications and will only utilize third party resources in respect of any of the Tenant’s Work, and it event that additional expertise is agreed that any such deduction or payment by Landlord shall constitute a payment on account of necessary in Landlord’s obligation to pay the Leasehold Improvement Allowancereasonable opinion. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease (Ariad Pharmaceuticals Inc)

Leasehold Improvement Allowance. (a) Provided the Tenant is not then in default under this Lease or the Offer to Lease, the Landlord shall pay to the Tenant named herein, one time only, a leasehold improvement an allowance calculated at up to One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales Taxes, if applicable (“the "Leasehold Improvement Allowance”), ") in the amount of $25.00 per square foot (plus GST) of the Gross Area of the Leased Premises. For the purpose of this section the Gross Area is the area of the Leased Premises determined in accordance to be applied BOMA standards net of Common Areas gross-up. The purpose of the Leasehold Improvement Allowance is to fund or to contribute to fund the cost to the Tenant of the tenant improvement work installed in the Leased Premises and approved by Tenant toward the Landlord (including the cost of all plans, permits, materials and labour) (the "Leasehold Improvements"). However any amount remaining unpaid after all the Leasehold Improvements have been paid in full (the "Unspent Allowance") shall be credited to the Tenant’s Work on 's account and amortized as a monthly rental credit over the latest duration of the Initial Term. However, if the Unspent Allowance is $25,000.00 or less it shall be paid to occur ofthe Tenant forthwith upon the expiry of the Lien Holdback Period (as hereinafter defined). The Landlord shall pay the Leasehold Improvement Allowance to the Tenant as follows: a) Forty-Fivepercent (45%) of the Leasehold Improvement Allowance to be paid 10 business days after subject removal of both the Tenant's and Landlord's subjects and no other requirements; b) The lesser of Forty-Five percent (45%) of the Leasehold Improvement Allowance and the difference between 90% of the total documented costs to the Tenant of the Leasehold Improvements and the payment described in (a) shall be paid to the Tenant when all of the following conditions have occurred: (i) the expiry of all applicable lien periods provided for in Tenant has signed and executed the Construction Lien Act (Ontario)Lease; (ii) the Expansion Premises Commencement Date; Tenant has received receiving a certificate of substantial completion for the Leasehold Improvements; (iii) the actualLandlord has been able to verify at the Land Title Office that no lien have been filed on the property by the Tenant's contractors and/or suppliers and has received a Statutory Declaration from a senior officer of the Tenant's general contractor in the form attached hereto and reasonably acceptable to the Landlord; (iv) the Tenant has taken possession and occupancy of the Leased Premises, physical occupancy by (v) the Tenant has commenced to carry on business with the public from the Leased Premises; and (vi) the Tenant is not in default of rent payment or otherwise under the Lease. c) The remaining ten percent (10%) of the lesser of the Leasehold Improvement Allowance and of the total documented costs to the Tenant of the whole Leasehold Improvements shall be paid to the Tenant at the expiry of the Expansion Premises for statutory lien holdback period (the active "Lien Holdback Period") that is fifty-five (55) days after receipt of the certificate of substantial completion, provided the Landlord is satisfied that no lien have been filed at the Land Title Office and diligent conduct the Tenant has received an occupancy permit from the City of business therefrom;Burnaby. d) The difference (ivif any) Tenant’s providing between the Leasehold Improvement Allowance and any lesser amount paid to Landlord: (A) receipted invoices for the performance Tenant in full payment of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request 's costs for payment of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant Improvements shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien credited or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers paid to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowanceas above described. (e) If at any time during the Term: (i) the Lease is terminated by reason of a default of Tenant; or (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of Landlord’s other rights and remedies available to it under the/this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Agreement (Infowave Software Inc)

Leasehold Improvement Allowance. (a) All costs and expenses of Landlord's Work and Tenant's Work shall be borne by Tenant; provided, however, Landlord shall pay provide Tenant, subject to the Tenant named herein, one time onlyprovisions of this Agreement, a leasehold improvement allowance calculated at up Leasehold Improvement Allowance to One Hundred be applied toward the costs of completing the Landlord's Work and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales TaxesTenant's Work, if applicable (“any. Said Leasehold Improvement Allowance”Allowance shall be equal to the lesser of (i) the amount of such costs, or (ii) $25.00 per square foot of Net Rentable Area comprising the Leased Premises, 10,154 nra (i.e., $253,850), to be applied adjusted accordingly after the verification of the NRA of the Premises, prior to Lease commencement. In the event the Contract Sum and other costs and expenses in connection with construction exceed, or appear to Landlord to be likely to exceed, the Leasehold Improvement Allowance, Tenant shall, upon written request by Landlord, provide Landlord with adequate assurances of payment of such excess costs and expenses and security therefor in form satisfactory to Landlord. Tenant toward shall have the right to apply a portion of the Leasehold Improvement Allowance equal to up to three dollars ($3.00) per square foot of NRA in the Leased Premises to apply as payment to Tenant’s data cabling. Tenant shall have six (6) months following Lease Commencement to expend the Leasehold Improvement Allowance, in accordance with, and for costs permitted to be paid from the Leasehold Improvement Allowance under, this Agreement, after which Tenant forfeits the right to any remaining balance of the Leasehold Improvement Allowance. Notwithstanding any other provisions in this Agreement to the contrary, Landlord's sole obligation with respect to the cost of the Tenant’s Work on the latest to occur of: (i) the expiry of all applicable lien periods provided for in the Construction Lien Act (Ontario); (ii) the Expansion Premises Commencement Date; (iii) the actual, physical occupancy construction contemplated by Tenant of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) that all accounts relating to the Tenant’s Work have been paid in full; (III) that no lien has or may be claimed with respect to the Tenant’s Work; and (IV) and that all construction lien periods have expired; and (C) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant’s Work have been properly satisfied and closed, (v) Tenant’s delivery to Landlord of written request for this Agreement is payment of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work if any, as provided in accordance with the terms hereof this Agreement. Landlord has not agreed to the satisfaction of Landlordpay any other fees, acting reasonably. (b) For greater certaintycosts, the amount of Leasehold Improvement Allowance (subject or disbursements relating to the maximum amount stated) such construction. Accordingly, where Landlord has agreed to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered use its "reasonable efforts" pursuant to the provisions of subsection 6(a)(iv)(A) abovethis Agreement the same shall not be construed as requiring Landlord to expend any sums of money or otherwise make any financial commitment not expressly required by the terms hereof. There are no third party beneficiaries of this Agreement, for exampleincluding any contractors, if the actual cost of the Tenant’s Work is less than One Hundred architects, or other third parties. Architectural and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant Engineering The Architect's Fee shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of at Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its 's sole cost and expense, for any expense and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time Landlord shall release the Leasehold Improvement Allowance to Tenant. (d) Landlord shall have the right to deduct from the Leasehold Improvement Allowance all amounts owing to Landlord by Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable the Architect’s Fee from the Leasehold Improvement Allowance described in respect of any Paragraph VI above. Leasehold Improvement Costs Exceed the Leasehold Improvement Allowance Upon Landlord's and Tenant's approval of the TenantConstruction Cost Summary, and prior to Landlord's commencement of construction of the Landlord’s Work, Tenant shall be credited with the Leasehold Improvement - EXHIBIT C - Synthesis Energy Systems, Inc. – 12.7.07 Allowance, subject to the terms and it is agreed that conditions of this Agreement. If Landlord agrees to perform or provide any architectural or interior design services, the costs of which are in excess of funds (if any) available for use therefor in Tenant's Leasehold Improvement Allowance, such deduction or payment services shall be performed and provided by Landlord at Tenant's sole cost and expense, and Tenant shall constitute a upon written request by Landlord provide Landlord with adequate assurances of payment on account of such excess cost and security therefor in form satisfactory to Landlord’s obligation . Tenant agrees to pay Landlord the cost of all such services in excess of the funds available therefor (if any) in the Leasehold Improvement Allowance. , within thirty (e30) If days after receipt of Landlord's invoice. Such amount shall be considered additional Rent due Landlord by Tenant and shall be subject to all provisions of the Lease which are applicable to the payment of Rent, and such sums shall be collectible as additional Rent pursuant to the Lease and in default of payment thereof, Landlord shall (in addition to all other remedies available at law or in equity) have the same rights as in case of default in the payment of Rent. Tenant's Entry Prior to Lease Commencement Landlord shall permit Tenant and Tenant's contractors to enter the Leased Premises at least fourteen (14) days prior to the Commencement Date and even though Landlord's contractors may be working in the Leased Premises, in order that Tenant may perform the Tenant's Work and decorations through Tenant's own contractors, approved in advance in writing by Landlord and in a manner and upon terms and conditions and at times satisfactory to and approved in advance in writing by Landlord. Any such license to enter prior to the Commencement Date shall be deemed conditioned (whether or not so expressed in such license, and in addition to any conditions expressed in such license) upon (1) Tenant's and its contractors' workers working in harmony and not interfering with the workers used or employed by Landlord or its contractors or by any other tenant or its contractors, and not in any way delaying Landlord or Landlord's contractors, and (2) workers' compensation and public liability insurance and property damage insurance, all in amounts and with companies and on forms satisfactory to Landlord, being provided and at all times maintained by Tenant's contractors engaged in the performance of Tenant's Work, and certificates of such insurance being furnished to Landlord prior to proceeding with the Tenant's Work. If, at any time during time, such entry shall cause material disharmony or interference with Landlord's or any other tenant's contractors or their respective workers for any reason whatsoever, without regard to fault (including strikes or other work stoppages) or if any condition to such license shall be violated, such license may be immediately terminated by Landlord upon notice to Tenant. Any such entry by Tenant or its contractors shall be deemed to be under all of the Term: terms, covenants, provisions, and conditions of the Lease except as to the covenant to pay Rent. To the fullest extent permitted by applicable law, Tenant shall indemnify, defend and hold harmless the Landlord and Landlord’s Related Parties from and against any and all claims, demands, liabilities, actions, costs and expenses (iincluding attorneys' fees and expenses and other costs and expenses of defending against, settling, or otherwise dealing with such claims, demands, liabilities and actions) arising from or relating to, or claimed to arise from or relate to, (x) the Lease is terminated performance of any Tenant's Work by reason of a default or on behalf of Tenant; , or any matter collateral thereto, (y) any negligence, act, or failure to act, of Tenant or Tenant's Associated Parties, or (iiz) Tenant's or its Associated Parties' access to or presence in the Leased Premises or the Property or in connection with any work to be performed by or for Tenant, IN EACH OF THE FOREGOING CASES REGARDLESS OF WHETHER OR NOT THE SAME IS CAUSED OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF LANDLORD OR LANDLORD’S RELATED PARTIES, OR ANYONE FOR WHOM LANDLORD OR LANDLORD’S RELATED PARTIES MAY BE RESPONSIBLE. Landlord shall not be liable in any way for any injury, loss or damage which may occur to Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors Tenant's Associated Parties or any arrangement of Tenant's decorations or compromise, then in such eventinstallations, and without prejudice to Landlord shall not be liable in any way for or because of Landlord’s other rights and remedies available to it under the/this Lease and at lawdefective material supplied by Tenant or for Leasehold Improvements performed by Tenant or Tenant's agents or contractors, the unamortized portion same being solely at Tenant's risk. Certain Provisions Relating to Construction Landlord's Representative Tenant acknowledges that the schedule and amount of Base Rental set forth in the Lease was established, in part, based upon the costs and expenses anticipated to be incurred by Landlord in constructing Landlord's Work. All communications of Tenant pertaining to the Landlord's Work shall be directed in writing to the Architect with a copy to the Landlord's Representative. The Landlord's Representative shall at all times have access to the Landlord's Work and Tenant's Work and shall have the duties and responsibilities set forth below. The Landlord's Representative will provide the services that are required to be provided by the "Construction Manager" under AIA Document A121CMC-2003, Standard Form of Agreement Between Owner and Construction Manager, latest edition, as well as the following services: The Landlord's Representative will make periodic visits to the Leased Premises to familiarize himself or herself generally with the progress of the Leasehold Improvement Allowance calculated from the earlier of: (A) the date of the then most recent unpaid rental payment; and (B) the day before the occurrence of either subsection (e)(i) or (ii) above, on the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional Rent. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.Landlord's Work. - EXHIBIT C -

Appears in 1 contract

Samples: Lease Agreement (Synthesis Energy Systems Inc)

Leasehold Improvement Allowance. (a) Provided Tenant is Pinnacle Oil International Inc., and is itself in ------------------------------- possession of and conducting its business from the whole of the Second Expansion Premises in accordance with the Lease and if Tenant is not in default and has not been in default during the Term, then Landlord shall pay to the Tenant named herein, a one time only, a leasehold improvement allowance calculated at up to One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), plus Sales Taxes, if applicable (“Leasehold Improvement Allowance”), to be applied by Tenant toward contribution towards the cost of Tenant's initial leasehold improvements to a maximum amount of $10.00 per square foot of the Tenant’s Work on Rentable Area of the latest Second Expansion ------ Premises as they are constituted at the effective date of the Lease Amending Agreement dated March 23, 2000, plus GST (the "Allowance"). The Allowance will be payable to occur ofTenant within 30 days after the following conditions have been met: (ia) the expiry Tenant has obtained Landlord's approval of all applicable lien periods provided for in the Construction Lien Act (Ontario)Tenant's architectural, structural, mechanical and electrical plans and specifications; (iib) the Expansion Premises Commencement Dateappropriate provincial lien period for construction, mechanics' or builders' liens has elapsed since completion of Tenant's work to the satisfaction of Landlord in accordance with the approved plans and specifications; (iiic) the actual, physical occupancy by Tenant of the whole of the Expansion Premises for the active and diligent conduct of business therefrom; (iv) Tenant’s providing has produced evidence satisfactory to Landlord: (A) receipted invoices for the performance of all of the Tenant’s Work completed; (B) a statutory declaration by Tenant (or a senior officer of Tenant) and by each of Tenant’s contractors (or a senior officer thereof), to be issued after the expiry of all applicable lien periods, confirming that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) Landlord that all accounts relating to the Tenant’s Work 's work have been paid in full; (III) and that no such lien has or may be claimed with respect thereto; (d) Tenant has delivered to Landlord, if requested by Landlord, a clearance certificate issued under any workers' compensation or similar workplace safety legislation in force in the province in respect of each contractor and sub-contractor which did work in connection with Tenant’s Work; and 's work in the Second Expansion Premises; (IVe) and that Landlord has received complete "as built" drawings certified by Tenant's architect with respect to all construction lien periods have expiredwork done by Tenant in the Second Expansion Premises; and (Cf) evidencethe Lease Amending Agreement dated March 23, satisfactory to Landlord2000 has been executed, acting reasonably, that all building permits related to the Tenant’s Work have Effective Date has been properly satisfied reached and closed, (v) Tenant’s delivery to Landlord of written request for payment Tenant has taken occupancy of the Leasehold Improvement Allowance, which request must be delivered within twelve (12) months following the Second Expansion Premises Commencement Date; and (vi) completion of the Tenant’s Work in accordance with the terms hereof to the satisfaction of Landlord, acting reasonably. (b) For greater certainty, the amount of Leasehold Improvement Allowance (subject to the maximum amount stated) to which Tenant is entitled hereunder shall equal the actual cost of the Tenant’s Work as evidenced by receipted invoices delivered pursuant to the provisions of subsection 6(a)(iv)(A) above, for example, if the actual cost of the Tenant’s Work is less than One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be reimbursed such lesser amount and the balance of the Leasehold Improvement Allowance remaining shall be retained by Landlord and, correspondingly, if the actual cost of Tenant’s Work exceeds One Hundred and Thirty-Three Thousand, Five Hundred Dollars ($133,500.00), Tenant shall be responsible, at its sole cost and expense, for any and all costs of the Tenant’s Work beyond such amount. (c) Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Leasehold Improvement Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on title to the Project related to the Tenant’s Work or Tenant is then in receipt of a notice of default for which notice is required pursuant to the Lease or is otherwise in default pursuant to any of subsections 16.1(a)(iii) through (viii) of the Lease, for which no notice and cure period is provided. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Leasehold Improvement Allowance to Tenant, Landlord shall hold the Leasehold Improvement Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such default or other occurrence has been remedied in accordance with the Lease, at which time . Tenant will provide Notice to Landlord shall release the Leasehold Improvement Allowance to confirming that all of these conditions have been met and advising Landlord of Tenant. (d) 's GST registration number. Landlord shall have has the right to deduct from apply all or any part of the Leasehold Improvement Allowance all against any amounts owing owed to Landlord by Tenant. Tenant pursuant to the Lease provided that the Landlord delivers to the Tenant a detailed accounting of such deductions including reasonable particulars thereof and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Workagrees that, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Leasehold Improvement Allowance. (e) If at any time during the Term: (i) if the Lease is terminated by reason as a result of a any default of Tenant; or , Tenant will repay to Landlord, as Additional Rent, an amount equal to the full amount of the Allowance which Landlord has advanced, multiplied by a fraction, the numerator of which is the number of months left in the Term and the denominator of which is the number of months in the Term. (iih) In addition to the parking set out in the Parking Agreement in the Lease, the Landlord will provide the following additional parking, on the terms and conditions as set out: If Tenant is Pinnacle Oil International Inc., and is in occupation of ------------------------------- the Second Expansion Premises throughout the Term in accordance with the Lease and if Tenant is not and has become bankrupt or insolvent or has taken not been in default during the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromiseTerm, then Landlord shall, throughout the Term of the Lease, provide Tenant with 1 permit(s) for reserved parking and 3 permit(s) for ----------- -------- ----------- random parking in such the Building's parking facility, at Landlord's ------ prevailing rates for parking from time to time. At this time, the prevailing rate is $185.00 per permit per month for a permit in the ------- random parking area and $210.00 per permit per month for a permit in ------ ------- the reserved parking area. Although Landlord will attempt to -------- accommodate Tenant's request for a specific type of permit, Tenant acknowledges that permits for some types of parking areas are subject to availability. If Landlord cannot accommodate Tenant's request, Landlord will, in any event, and without prejudice provide Tenant with its permit(s) in the 000 - 0xx Xxxxxx XX parking area. ------------------- Tenant must accept from Landlord all the permits to any of Landlord’s other rights and remedies available to which it under the/this Lease and at law, is entitled on the unamortized portion of the Leasehold Improvement Allowance calculated from the earlier of: (A) the effective date of the then most recent unpaid rental payment; Lease Amending Agreement dated March 23, 2000, or forfeit the number it has not elected to take. Tenant acknowledges and (B) agrees that this is a contractual right only and does not form part of the day before Premises demised to Tenant and no landlord and tenant relationship exists with respect to this parking right, but the occurrence obligations shall be binding upon successors and assigns of either subsection (e)(i) or (ii) aboveLandlord's interest in the Building. Tenant agrees to sign, on Landlord's request, Landlord's standard form of parking license agreement for the basis of an assumed rate of depreciation on a straight line basis to zero over the Expansion Premises Term shall immediately become due and payable to Landlord as Additional RentBuilding's parking facility. (f) For greater certainty, where used in this Section 6, the term “Lease” shall mean the Lease, as amended by this Agreement.

Appears in 1 contract

Samples: Lease Amending Agreement (Pinnacle Oil International Inc)

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