Common use of Offset Right Clause in Contracts

Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Building F and Amenities Building Building F and Amenities Building This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are in the condition called for by the Lease (including the Work Letter), subject to latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa Xxxxx upon its sign-off on the building permit for the Buildings, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building F and Amenities Building [NTD: Paragraphs 3 through 8 to be completed only if the determination of the rentable square footage of the Leased Premises pursuant to Paragraph 2.1(b) of the Lease results in rentable square footages different than those set forth in Article 1 of the Lease]

Offset Right. If Landlord acknowledges that if Landlord fails shall fail to pay any portion amounts due with respect to the Base Building Allowance, the Space Planning Allowance, the TI Allowance, the Supplemental Allowance, or the Latent Defect Costs (such amounts being called “Past Due Amounts”), Tenant may offset the Past Due Amounts against Base Rent and Additional Rent only if Tenant first obtains (i) a judgment for recovery of the Tenant Improvement Allowance as and when it Past Due Amounts in a court of competent jurisdiction which is obligated no longer subject to do so under appeal, (ii) a determination that the Past Due Amounts are owing by Landlord in an arbitration conducted pursuant to the following provisions of this Work LetterSection 3.5(e), and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty or (30iii) days after Landlord’s receipt of a written notice acknowledgment by Landlord that Landlord does not contest that the Past Due Amounts are owing. Any offset which Tenant is entitled to take pursuant to this Section 3.5(e) shall include interest on the Past Due Amounts from Tenant describing the due date at a per annum rate equal to 3% plus the prime rate of Bank of America (or any successor) in effect from time to time. Without limiting Tenant’s remedies for Landlord’s failure to pay such portion of any Past Due Amounts, Tenant may submit a claim for the Tenant Improvement Allowance, then Tenant shall be entitled Past Due Amounts to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved binding arbitration in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant following provisions. Such arbitration shall be entitled to offset any undisputed amounts set forth conducted by a single disinterested arbitrator having not less than ten years’ experience in the written notice from Tenant (subject operation, maintenance and leasing of commercial real estate to be selected and held by the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Building F American Arbitration Association in Boston, Massachusetts in accordance with its expedited commercial rules and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Building F and Amenities Building Building F and Amenities Building This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”)regulations then in effect. Landlord and Tenant hereby acknowledge and agree for all purposes shall use diligent good faith efforts to complete the arbitration within 30 days following the submission of the Lease that: 1claim to arbitration. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are in the condition called for by the Lease (including the Work Letter), subject to latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa Xxxxx upon its sign-off on the building permit for the Buildings, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building F and Amenities Building [NTD: Paragraphs 3 through 8 to be completed only if the The determination of the rentable square footage arbitrator shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction. The party which does not prevail in the arbitration as determined by the arbitrator shall pay for the arbitrator and related costs of the Leased Premises pursuant to Paragraph 2.1(b) arbitration (but not the attorneys’ fees of the Lease results prevailing party). Except as provided in rentable square footages different than those set forth in Article 1 this Section 3.5(e), Tenant shall not have any right of the Lease]offset with respect to amounts owing or claimed to be owing by Landlord to Tenant with respect to any Past Due Amounts.

Offset Right. Landlord acknowledges that if If Landlord fails to pay timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under deliver notice (the Lease"Payment Notice") thereof to Landlord, Landlord's Mortgagee and to any other mortgage or trust deed holder of the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers Building whose identity and address have been previously provided to Tenant, . If Landlord still fails to fulfill any such obligation within thirty twenty (3020) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such written notice from twenty (20) business day period explaining Landlord's proper good-faith reasons that Xxxxxxxx believes that the amounts described in Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did 's Payment Notice are not have to be made due and payable by Landlord (including, without limitation, the fact that such payment has already been made"Refusal Notice"), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the written Payment Notice and Xxxxxxxx fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) with interest at the Interest Rate from the date due until the date of offset, against Xxxxxx's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant's Payment Notice, in order for the Refusal Notice to be valid, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant has received notice from of a monetary default under Section 19.1 of the Lease (that then remains uncured) at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (subject to the foregoing 40% limitation) within thirty (3010) days after Landlord’s Xxxxxx's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the same. Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Building F and Amenities Building Building F and Amenities Building This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made terms of Section 7.6 of this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are in the condition called for by the Lease (including the Work Letter). If Tenant prevails in any such arbitration, subject Tenant shall be entitled to latent defects, and subject apply such award with interest at the Interest Rate from the date due until the date of offset as a credit against Tenant's obligations to the punch list items noted by Landlord’s architect or by the City of Santa Xxxxx upon its sign-off on the building permit for the Buildings, as listed on Schedule 1 attached heretopay Rent. 2. the Lease Commencement Date as defined in Paragraph 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building F and Amenities Building [NTD: Paragraphs 3 through 8 to be completed only if the determination of the rentable square footage of the Leased Premises pursuant to Paragraph 2.1(b) of the Lease results in rentable square footages different than those set forth in Article 1 of the Lease]

Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Building F and Amenities E Building E Building F and Amenities E Building E Building F and Amenities F: Building E Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building E Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Building F and Amenities E Building Building F and Amenities Building E This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are in the condition called for by the Lease (including the Work Letter), subject to latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa Xxxxx upon its sign-off on the building permit for the BuildingsBuilding, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building F and Amenities Building E [NTD: Paragraphs 3 through 8 to be completed only if the determination of the rentable square footage of the Leased Premises pursuant to Paragraph 2.1(b) of the Lease results in rentable square footages different than those set forth in Article 1 of the Lease]