Preparation of Premises. If no “Work Letter” is referenced in Section 1 as an Exhibit and attached hereto, Tenant agrees to accept the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated herein. Landlord’s obligation, if any, for completion of the Premises (“Landlord’s Work”) shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish or install any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant shall be conclusive evidence the Premises were, on that date, in good, clean, and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch list.”
Appears in 2 contracts
Samples: Lease (Trupanion Inc.), Lease (Trupanion Inc.)
Preparation of Premises. If no “Work Letter” is referenced (a) Landlord shall Substantially Complete (as defined in Section 1 as an Exhibit and attached hereto, Tenant agrees to accept 30) the work in the Premises required to be done by Landlord as specified in Exhibit B attached hereto ("Landlord's Work"). All Landlord's Work shall be performed in a good and workmanlike manner with new, first quality materials in compliance with all laws, codes and all regulations. Landlord will obtain a fifteen (15) year warranty on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on roof naming the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare on all related warranties. Landlord represents that the Premises for Tenant’s occupancy will be in compliance with the ADA. If Landlord's Work is not performed as herein required, or if such work or the Premises in not in compliance with all laws, codes or other regulations, Landlord shall perform the necessary remedial work at its sole cost and expense. Landlord and Tenant agree that Xxxxx Construction Company shall be the general contractor (the "Contractor") and RVP Architecture shall be the architect (the "Architect") used by the parties for the purposes of performing Landlord's Work subject to change in the event of failure or inability to perform. Landlord shall exercise due diligence in pursuit of completing Landlord's Work. Landlord shall permit Tenant to have access to the Premises prior to the commencement of the Lease for purposes of inspecting Landlord's Work or with Contractor's consent, for performing work in the Premises. Landlord agrees to proceed with due diligence to complete any portion of Landlord's Work that shall not have been completed as of the date of Substantial Completion of the foregoing by not later than thirty (30) days after the date of Substantial Completion (excluding seasonal landscaping, which shall be completed promptly as soon as the season permits).
(b) Except for minor changes to comply with applicable law or to correct any mistakes in the plans or specifications, no change orders from the plans and specifications set forth on Exhibit B shall be permitted, unless duly authorized representatives of both Tenant and Landlord shall agree to the change order in writing. Each change order shall set forth the changes in the plans and specifications and an estimate of the increase in the price to be charged by the Contractor and any delay in the construction schedule. Thereafter, within thirty (30) days after receipt of documentation showing the amount charged to Landlord by the Contractor for the change order, Tenant shall reimburse Landlord for such amount, unless such amount is more than 10% more than the estimate set forth in the Work Letter attached hereto change order, in which event Tenant shall pay Landlord the amount of the estimate plus 10% of the amount of the estimate.
(c) Landlord acknowledges that it is a material provision of this Lease that Landlord deliver the Premises to Tenant by the date Landlord sets forth in its Official Estimate (defined below) and incorporated in the condition provided herein. An Initial Estimate date shall be provided by Landlord to Tenant within fifteen (15) days after the appropriate building permit has been issued by the government authorities. In no case shall the Initial Estimate date be later than the Substantially Complete date set forth in Section 30 herein. In recognition thereof, Landlord agrees to provide Tenant with preliminary written statements signed by both Landlord and the Contractor on the first day of each month, from and after the commencement of construction until the Commencement Date of the Lease, detailing the status of Landlord’s obligation, if any, for 's Work compared to the Initial Estimate date and/or the Official Estimate date and the estimated date of substantial completion of Landlord's Work. Landlord's preliminary estimates may change the Premises (“Landlord’s Work”) shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish or install any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter shall be at Tenant’s sole cost and expense and subject to all provisions Initial Estimate date of Section 10, including without limitation the prior approval substantial completion of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 's work (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant shall be conclusive evidence the Premises were, on that date, in good, clean, and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch list.”reference
Appears in 2 contracts
Samples: Lease (Brooks Automation Inc), Lease (Brooks Automation Inc)
Preparation of Premises. If no “Work Letter” is referenced in Section 1 as an Exhibit and attached hereto, Tenant agrees to accept The condition of the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without upon Landlord’s delivery along with any agreement, representation work to be performed by either Landlord or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter Agreement attached hereto as Exhibit B-1 and incorporated hereinthe scope of work attached hereto as Exhibit F, each made a part hereof. Landlord shall, at Landlord’s obligationcost and expense, if any, for completion perform the work set forth in the scope of the Premises work attached hereto as Exhibit F (“Landlord’s Work”) ). Landlord’s Work shall be defined performed in a good and limited by said workmanlike manner and in compliance with all applicable Legal Requirements and using building standard materials of first and otherwise good quality. Except to the extent to which Tenant shall have given Landlord notice of respects in which Landlord has not performed Landlord’s Work Letternot later than the date upon which is sixty (60) days after Tenant commences beneficial use of the Premises for the Permitted Use, Tenant shall be deemed conclusively to have approved Landlord’s Work and shall have no claim that Landlord has failed to perform any of Landlord’s obligations. Landlord agrees to correct or repair, at its expense items which are then incomplete and as to which, in either case, Tenant shall have given notice to Landlord, as aforesaid. Landlord shall provide Tenant with a list of requested Tenant’s program information for Tenant’s use of the Premises that is reasonably needed for Landlord to complete the design plans and specifications for Landlord’s Work, which list shall be reasonably detailed and include, without limitation, Tenant’s cooling, electrical and other utility capacity needs. By not later than ten (10) Business Days after the date that Landlord delivers such requested list of program information, Tenant shall deliver to Landlord such requested program information in sufficient detail to enable Landlord to complete the design plans and specifications for Landlord’s Work. If Landlord requests any additional information or clarifications from Tenant regarding Tenant’s programming or items of Tenant’s Work needed for the design or construction of Landlord’s Work, Tenant shall provide such information or respond to such inquiries, as reasonably requested, within three (3) Business Days after such written request. Tenant’s failure to timely provide the requested program information or respond to subsequent inquiries for additional information or clarifications shall constitute a Tenant Delay. Upon the completion of such design plans and specifications or Landlord’s Work (the “Final Plans”), Landlord shall submit the Final Plans to Tenant for its review and approval, which approval shall not be required to furnish unreasonably withheld, conditioned or install any item not indicated thereon. Any additional alterations or improvements delayed if the Final Plans conform to the Premises beyond those set forth on the Work Letter shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits specifications for Landlord’s Work set forth on Exhibit F. Tenant shall approve, or state its reason for disapproval, within five (5) Business Days after receipt thereof, or receipt of revisions to such Final Plans, if any. Such process shall be followed until the Final Plans shall have been approved by Tenant. The Final Plans as so approved by Tenant are herein referred to as the “Approved Plans.” In the event Tenant requests any change, alteration or addition in the scope of Landlord’s Work after the date of this Lease (a “Tenant Change Order”), such change shall be subject to Landlord’s approval, which may be granted or denied in Landlord’s reasonable discretion. If a proposed Tenant Change Order is determined by Landlord in its reasonable discretion to likely increase the cost of the Landlord’s Work, then Landlord shall notify Tenant of Landlord’s estimate of such increased cost and Tenant may elect, within two (2) Business Days after such notice from Landlord (time being of the essence), to withdraw the proposed Tenant Change Order, in which case Landlord will not be obligated to implement the proposed Tenant Change Order and the proposed Tenant Change Order shall be null and void and of no further force or effect. If Tenant does not so withdraw the proposed Tenant Change Order, Tenant shall pay to Landlord the amount of the increased cost of Landlord’s Work resulting from any Tenant Change Order within thirty (30) days of written demand therefor, which demand shall include copies or any applicable receipts, invoices, and bills substantiating the cost of such Tenant Change Order. Tenant acknowledges that Landlord’s Work will be performed and completed after the Premises are delivered by Landlord to Tenant and the Commencement Date has occurred. Landlord and Tenant shall (and shall direct their respective contractors to) in good faith coordinate such Landlord’s Work with Tenant’s occupancy Work to the extent possible. Landlord shall use good faith efforts to Substantially Complete Landlord’s Work no later than March 15, 2017 (the “Scheduled Substantial Completion Date”). Without limiting the foregoing, if Landlord has not Substantially Completed Landlord’s Work by the Scheduled Substantial Completion Date (as such date shall be extended for Tenant Delays and Force Majeure) for and with respect to each day from and after the uses set out in Scheduled Substantial Completion Date and the date on which Landlord Substantially Completes Landlord’s Work, subject to this Section 1 (J) above4.1, under terms and conditions reasonably satisfactory to Landlord, in as its sole discretionand exclusive remedy on account thereof, the Rent Commencement Date shall be extended by one day. Taking possession In addition, if Landlord has not Substantially Completed Landlord’s Work by May 1, 2017 (as such date shall be extended for Tenant Delays and Force Majeure, the “Outside Substantial Completion Date”), for and with respect to each day from and after the Outside Substantial Completion Date until the date on which Landlord Substantially Completes Landlord’s Work, as its sole and exclusive remedy on account thereof (but together with the extension of the Premises by Rent Commencement date set forth above), Tenant shall receive a credit against the Fixed Rent next becoming payable under this Lease in an amount equal to the per diem Fixed Rent payable the Premises. Notwithstanding anything to the contrary contained herein, the Scheduled Substantial Completion Date and the Outside Substantial Completion Date shall be conclusive evidence the Premises were, on that date, in good, cleanextended, and tenantable condition and delivered there shall be no delay in accordance with this Lease, unless set forth otherwise the Rent Commencement Date or credit against Fixed Rent for any delay by Landlord in a mutually agreed upon written “punch listthe Substantial Completion of Landlord’s Work arising out of or resulting from any Tenant Delay and/or Force Majeure.”
Appears in 2 contracts
Samples: Lease Agreement (Decibel Therapeutics, Inc.), Lease Agreement (Decibel Therapeutics, Inc.)
Preparation of Premises. If no “Work Letter” Exhibit B is referenced in Section 1 as an Exhibit and attached hereto, Tenant agrees to accept the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. . Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter Exhibit B attached hereto and incorporated herein. Landlord’s obligation, if any, for completion of the Premises (“Landlord’s Initial Improvement Work”) shall be defined and limited by said Work LetterExhibit B, and Landlord shall not be required to furnish or install any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter Exhibit B shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant shall be conclusive evidence the Premises were, on that date, in good, clean, clean and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch list.”
Appears in 1 contract
Samples: Office Lease (Visualant Inc)
Preparation of Premises. If no “Work Letter” is referenced (a) Landlord shall, prior to August 1, 2002, substantially complete the work in Section 1 the Premises required to be done by Landlord as an specified in Exhibit and C attached hereto, Tenant agrees to accept the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated herein. Landlord’s obligation, if any, for completion of the Premises (“Landlord’s Work”) shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish timely complete any of such work where Landlord’s failure to do so is caused by any delay, interference with or install hindrance of such work by Tenant, Tenant’s contractor or any item not indicated thereonof their employees, servants or agents, by any changes in such work requested by Tenant and agreed to by Landlord, or by the failure of Tenant or Tenant’s contractor to timely and properly complete any of Tenant’s work in the Premises. Any additional alterations such failure of Landlord shall not make this Lease void or voidable or alter or affect any of the terms hereof, and Tenant shall not be entitled to any abatement of rent therefrom except as provided in Section 48 below. Landlord warrants, represents and covenants to Tenant that the work to be performed pursuant to this Section 9 shall be performed in a good and xxxxxxx like manner according to the plans and specifications referred to in Exhibit C, and except to the extent otherwise provided in Exhibit C all materials used for the work set forth in Exhibit C will be new and of equal or better quality than used in the remainder of the Premises. Only to the extent that (i) Tenant assumes responsibility of repairing a particular defect and (ii) such defect pertains to the Premises, Landlord shall assign to Tenant the warranties, representations and other rights provided by any contractors, workmen, suppliers or others who perform services or provides goods for constructing such improvements to the Premises beyond those extent of the sums expended by Tenant for such repairs. Landlord shall be responsible for repairs to the improvements set forth on Exhibit C that are necessitated by design or construction defects to the Work Letter extent not covered by the contractor’s warranty.
(b) Landlord shall use its reasonable discretion in deciding whether to honor any Tenant request for a change order to the plans and specifications set forth on Exhibit C; otherwise, Landlord shall not be at Tenant’s sole cost required to honor any Tenant request for a change order to the plans and expense and subject to all provisions of Section 10, including without limitation specifications set forth on Exhibit C. In the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to event Landlord, in its sole Landlord’s reasonable discretion. Taking possession , does agree to any such change order, Tenant shall pay the cost of such change order charged by the contractor as soon as the change order is executed by Landlord.
(c) Upon prior notice to Tenant, Landlord shall be entitled to change the plans and specifications set forth on Exhibit C to the extent necessary to comply with applicable law or safety standards or to prevent grossly unreasonable costs.
(d) Prior to commencement of the Premises by work depicted on Exhibit C, Landlord shall deliver to Tenant shall be conclusive evidence the Premises were, on that date, in good, clean, and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch listcopy of its building permit for such work.”
Appears in 1 contract
Preparation of Premises. If no “Work Letter” 4.1. In the event renovations and/or alterations are to be made to the Leased Premises to suit Tenant's needs, Landlord shall make those improvements for Tenant's occupancy in accordance with agreed upon plans and specifications between Landlord and Tenant. All facilities, material and work, if any, shall be furnished by Landlord at Tenant's expense by or for the account of Tenant unless otherwise agreed to. No construction, whether or not to be paid for by Landlord or Tenant, shall commence without Landlord's specific written advance approval nor shall Tenant contract with any other party for improvements, alterations or modifications of the Leased Premises without such approval by Landlord.
4.2. In the event any such construction or renovations shall have been substantially completed, notwithstanding the fact the minor or insubstantial details of construction remain to be performed, by the non-compliance of which does not materially interfere with Tenant's use of the premises, it is referenced expressly understood that the correction, completion or adjustment of said construction, whether or not to be performed by Landlord, do not constitute a valid reason for withholding any rent and shall not constitute a breach of *Notwithstanding anything contained herein to the contrary, in Section 1 the event the services are interrupted as an Exhibit a result of Landlord's negligence, and attached heretosuch interruption shall continue for more than forty-eight (48) consecutive hours, then Tenant's rent shall thereafter be abated until such time as such services or utilities are restored or Tenant agrees to accept begins using the Premises again, whichever shall first occur. [ILLEGIBLE] --------------- LN [ILLEGIBLE] --------------- TN lease or otherwise give rise to any cause of action or defense for non-payment of any obligations hereunder.
4.3. If the substantial completion of the work required by Landlord shall be delayed due to any act or omission of or attributable to Tenant, then the Leased Premises shall be deemed ready for occupancy on the Commencement Date in its existing “As Is” condition date they would have been ready but for such delay, and all rental and other payments due by Tenant hereunder shall commence as described in Section A above without any agreement, representation of such date that substantial completion would have occurred but for such action or obligation inaction on the part of Landlord or attributable to perform Tenant.
4.4. The Tenant acknowledges that the fact that minor or provide any alterationsinsubstantial details of construction, improvements, repairs mechanical adjustment or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwisedecoration may remain to be performed, the obligations non-completion of said details does not materially interfere with Tenant's use of the Leased Premises. -
4.5. Tenant acknowledges that Landlord has not made any representations or warranties with respect to the condition of the Leased Premises and neither Landlord nor any assignee of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated hereinliable for any latent or patent defect therein. Landlord’s obligation, if any, for completion of the Premises (“Landlord’s Work”) shall be defined and limited Landlord hereby assigns to Tenant all warranties made by said Work Letter, and others to Landlord shall not be required with respect to furnish or install any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter shall be at Tenant’s sole cost Leased Premises and expense and subject any other rights it may have against contractors, suppliers or others with respect to all provisions negligence or faulty performance in connection with the construction or repair of Section 10, including without limitation the prior approval such improvements. The taking of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Leased Premises by Tenant shall be conclusive evidence that the Leased Premises werewere in good and satisfactory condition at the time such possession was taken, on that except for the minor or insubstantial details referred to in Section 4.4. of which Tenant shall give Landlord notice within thirty (30) days after the commencement date, in good, clean, and tenantable condition and delivered in accordance specifying such details with this Lease, unless set forth otherwise in a mutually agreed upon written “punch listreasonable particularity.”
Appears in 1 contract
Preparation of Premises. If no “Work Letter” is referenced (a) Landlord shall Substantially Complete (as defined in Section 1 as an Exhibit and attached hereto, Tenant agrees to accept 30) the work in the Premises required to be done by Landlord as specified in Exhibit B attached hereto ("Landlord's Work"). All Landlord's Work shall be performed in a good and workmanlike manner with new, first quality materials in compliance with all laws, codes and all regulations. Landlord will obtain a fifteen (15) year warranty on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on roof naming the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare on all related warranties. Landlord represents that the Premises for Tenant’s occupancy will be in compliance with the ADA. If Landlord's Work is not performed as herein required, or if such work or the Premises in not in compliance with all laws, codes or other regulations, Landlord shall perform the necessary remedial work at its sole cost and expense. Landlord and Tenant agree that Xxxxx Construction Company shall be the general contractor (the "Contractor") and RVP Architecture shall be the architect (the "Architect") used by the parties for the purposes of performing Landlord's Work subject to change in the event of failure or inability to perform. Landlord shall exercise due diligence in pursuit of completing Landlord's Work. Landlord shall permit Tenant to have access to the Premises prior to the commencement of the Lease for purposes of inspecting Landlord's Work or with Contractor's consent, for performing work in the Premises. Landlord agrees to proceed with due diligence to complete any portion of Landlord's Work that shall not have been completed as of the date of Substantial Completion of the foregoing by not later than thirty (30) days after the date of Substantial Completion (excluding seasonal landscaping, which shall be completed promptly as soon as the season permits).
(b) Except for minor changes to comply with applicable law or to correct any mistakes in the plans or specifications, no change orders from the plans and specifications set forth on Exhibit B shall be permitted, unless duly authorized representatives of both Tenant and Landlord shall agree to the change order in writing. Each change order shall set forth the changes in the plans and specifications and an estimate of the increase in the price to be charged by the Contractor and any delay in the construction schedule. Thereafter, within thirty (30) days after receipt of documentation showing the amount charged to Landlord by the Contractor for the change order, Tenant shall reimburse Landlord for such amount, unless such amount is more than 10% more than the estimate set forth in the Work Letter attached hereto change order, in which event Tenant shall pay Landlord the amount of the estimate plus 10% of the amount of the estimate.
(c) Landlord acknowledges that it is a material provision of this Lease that Landlord deliver the Premises to Tenant by the date Landlord sets forth in its Official Estimate (defined below) and incorporated in the condition provided herein. An Initial Estimate date shall be provided by Landlord to Tenant within fifteen (15) days after the appropriate building permit has been issued by the government authorities. In no case shall the Initial Estimate date be later than the Substantially Complete date set forth in Section 30 herein. In recognition thereof, Landlord agrees to provide Tenant with preliminary written statements signed by both Landlord and the Contractor on the first day of each month, from and after the commencement of construction until the Commencement Date of the Lease, detailing the status of Landlord’s obligation, if any, for 's Work compared to the Initial Estimate date and/or the Official Estimate date and the estimated date of substantial completion of Landlord's Work. Landlord's preliminary estimates may change the Initial Estimate date of substantial completion of Landlord's work (reference Section 30); provided that once Landlord's estimate of such date falls within ninety (90) days of the date of the Substantial Completion date, it shall be referred to as the "Official Estimate". In the event that the Commencement Date occurs on or after that date which is fifteen (15) days plus any days of delay caused by change orders or Tenant's work on the Premises (“Landlord’s Work”) shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish or install any item not indicated thereon. Any additional alterations or improvements to after the Premises beyond those Commencement Date set forth on in the Work Letter shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10Official Estimate, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant shall be conclusive evidence entitled to a rent reduction equal to $750.00 times the number of days after the fifteenth day plus any days of delay caused by change orders or Tenant's work on the Premises were, on that date, in good, clean, and tenantable condition and delivered in accordance with this Lease, unless after the Commencement Date set forth otherwise in a mutually agreed upon written “punch listthe Official Estimate, but before the actual Commencement Date.”
Appears in 1 contract
Samples: Lease (Helix Technology Corp)
Preparation of Premises. If no “Work Letter” is referenced in Section 1 as an Exhibit and attached hereto, Tenant 31.1. Landlord agrees to accept construct the Demised Premises on pursuant to the Commencement Date floor plan heretofore approved by Tenant, incorporating in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenantconstruction Landlord’s occupancy shall be Work as set forth in the Work Letter on Exhibit “A” attached hereto and incorporated hereinhereto.
31.2. While Landlord contemplates that Landlord’s obligation, if any, for completion of Work will be completed by the Premises (“Landlord’s Work”) shall date set forth in Paragraph 1.6.
1. Landlord cannot and does not guarantee its work will be defined and limited by said Work Letterso completed, and Landlord shall not be required to furnish or install liable for any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for delays in completing Landlord’s Work and for any reason. The Demised Premises shall be deemed ready for occupancy on the date on which Landlord’s work shall have been substantially completed notwithstanding the fact that minor work or corrections remain to be performed, the non-completion of which does not materially interfere with Tenant’s occupancy for use of the uses set out in Section 1 (J) above, under terms Demised Premises. Any such minor items will be noted on a punch list to be agreed upon between Tenant and conditions reasonably satisfactory Landlord prior to Landlord, in its sole discretion. Taking the date when possession of the Demised Premises is turned over to Tenant, and Landlord will complete such work as soon as is reasonably possible thereafter. Tenant agrees that the correction, completion or adjustment of punch list items or corrections, or any work required by Landlord under any warranties, do not constitute a valid reason for withholding of rental or any other payments due hereunder.
31.3. In constructing the improvements within the Demised Premises shown on Exhibit “A”, the parties agree Tenant will have an allowance equal to the amount set forth in Paragraph 1.5. If the cost of performing Landlord’s Work will exceed the allowance. Landlord shall so notify Tenant prior to the commencement of construction and in that event Tenant shall be conclusive evidence given the Premises wereopportunity to change the plans so as to reduce the cost of constructing the improvements within the Demised Premises, on that dateor of paying the excess costs, or of having another contractor approved by Landlord perform the improvements in goodwhich event Landlord will pay Tenant, clean, the amount of the construction costs for the improvements when same are completed up to the amount of the allowance upon receipt of paid invoices and tenantable condition and delivered executed lien waivers. If Tenant is to pay any construction costs in accordance with this Lease, unless excess of the allowance set forth otherwise in a mutually agreed upon written “punch listParagraph l.5.”, such excess shall be paid in full by Tenant prior to the commencement of construction of the improvements within the Demised Premises by Landlord unless the parties agree to the contrary in writing.
Appears in 1 contract
Samples: Office/Distribution Building Lease (Home Diagnostics Inc)
Preparation of Premises. If no “(a) Following the date of this Sublease, Subtenant and its architects, engineers, employees, agents and contractors shall have access to the Premises (subject to compliance by Subtenant with the requirements of Section 2.5 hereof) for the purpose of inspection and the preparation of Subtenant's Plans, each in accordance with the terms of Exhibit A (the "Work Letter” "); provided, however, no construction shall commence in the Premises until approval of Subtenant's Plans and issuance of any and all necessary permits. Subtenant agrees that, except for the Base Building Work that is referenced required to be in Section 1 place at the Premises in accordance with the Work Letter, Sublandlord is not required to perform any work or install any improvements or equipment or to remove any improvements or equipment existing in the Premises as an Exhibit of the date of this Sublease to make the Premises ready for Subtenant's occupancy, and attached hereto, Tenant Subtenant agrees to accept the Premises on "AS IS" subject to the Commencement Date terms of the Work Letter and this Sublease. Any improvements or personal property located in its existing “As Is” condition as described in Section A above the Premises are delivered without any agreement, representation or obligation on the part of Landlord to perform warranty from Sublandlord, either express or provide any alterationsimplied, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations including merchantability or suitability for a particular purpose. The taking of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated herein. Landlord’s obligation, if any, for completion of the Premises (“Landlord’s Work”) shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish or install any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant Subtenant shall conclusively establish that the Premises and the Building were at such time in good and satisfactory order, condition and repair, subject to and except as provided in Section Z3(b).
(b) Sublandlord shall repair any latent defects to the Premises which are discovered and reported by Subtenant within six (6) months of the Commencement Date, and the cost thereof shall be conclusive evidence deemed a Costs of Operation if and to the Premises were, on that date, extent permitted under Section 4.1. The Sublandlord repair remedy shall be the sole and exclusive remedy to Subtenant for any latent defects in good, clean, and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch listthe Premises.”
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Preparation of Premises. If no “Work Letter” is referenced in Section 1 as an Exhibit and attached hereto, (a) Tenant agrees to accept the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated herein. Landlord’s obligation, if any, responsible for completion of the Premises (“Landlord’s Work”) shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish or install making any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth on the Work Letter shall be required by Tenant, subject to Landlord’s approval as hereinafter provided, at Tenant’s sole cost and expense except that Landlord shall provide Tenant with an improvement allowance as a contribution towards the costs of Tenant’s initial improvements to the Premises, as hereinafter provided. Landlord hereby confirms its approval of the proposed initial improvements shown and described generally in Exhibit L attached hereto. Tenant shall cause an architect licensed in the State of Georgia to prepare complete construction plans and specifications for said initial improvements to the Premises (“Tenant’s Plans”) in accordance with the requirements of Exhibit C attached hereto. Tenant’s Plans shall be subject to review and approval by Landlord as provided in Exhibit C. Landlord’s approval of the alterations and improvements depicted in Tenant’s Plans and in any proposed revisions thereof shall be consistent with the standards specified in the second sentence of Section 6.2.5. Landlord shall respond to Tenant’s Plans (either by approval, request for additional information, request for revision or communication of a reason for failure to approve) within ten (10) Business Days after the date of Landlord’s receipt of Tenant’s Plans (or any resubmission), plus such additional period of time, not to exceed five (5) Business Days, as may be necessary for review of Tenant’s Plans by a third-party architect, engineer or other consultant if Landlord determines that any aspect of Tenant’s Plans requires such third-party review. Until Landlord shall have unconditionally approved all of Tenant’s Plans, Tenant shall deliver to Landlord such additional information, documentation and/or revisions to Tenant’s Plans as are reasonably necessary to obtain Landlord’s approval of Tenant’s Plans.
(b) Upon approval of Tenant’s Plans by Landlord, Tenant shall cause its contractor(s) to perform the work specified therein (“Tenant’s Work”) in accordance with Tenant’s Plans, diligently and continuously until Tenant’s Work is substantially complete. Tenant’s Work shall be performed in accordance with the requirements of Exhibit C and all applicable provisions of Article 6, and Tenant shall be responsible for all construction management.
(c) Tenant’s Work shall be considered substantially complete and the “Substantial Completion Date” shall occur on the first day as of which all of the following requirements have been met: (i) all work shown and described in Tenant’s Plans has been completed, with only punchlist items (i.e., minor and insubstantial details of decoration or mechanical adjustment) excepted; (ii) Landlord has received a certificate of substantial completion issued by Tenant’s architect on the standard AIA form; (iii) all electrical, mechanical, plumbing and HVAC facilities installed by Tenant are functioning properly; (iv) the Premises are reasonably free of debris and construction materials, (v) all required governmental inspections have been successfully completed and a final certificate of occupancy (if required by law for Tenant to lawfully occupy the Premises for the Permitted uses) has been issued for the Premises; and (vi) Tenant has obtained and delivered to Landlord all of the documents listed in Paragraph H of Exhibit C.
(d) Provided this Lease is then in full force and effect, then Landlord shall provide Tenant with an improvement allowance as hereinafter provided ( “Landlord’s Contribution”) equal to the lesser of (i) $998,175.00 (the “Maximum Contribution”), or (ii) the actual third-party cost of Tenant’s Work. For purposes of this Section 3.3, the “cost” of Tenant’s Work shall mean (i) fees paid to architectural and engineering professionals for space planning services and to prepare Tenant’s Plans, provided that not more than $9,582.48 (i.e. $.12 per square foot of Premises Rentable Area) of Landlord’s Contribution may be applied toward the cost of space planning services; (ii) contractor charges to perform Tenant’s Work, (iii) filing fees and other permitting costs, (iv) a reasonable construction management fee payable to the construction management firm retained by Tenant to manage the construction of Tenant’s Work, if any, (v) costs incurred for security equipment and communications and information technology infrastructure and (vi) costs of Tenant’s signage as further described in Section 6.2.7.
(e) Landlord may deduct and retain from Landlord’s Contribution an administrative fee equal to one half percent (.5%) of the amount of Landlord’s Contribution disbursed to Tenant (collectively, “Landlord’s Review and Administration Charge”).
(f) Tenant may requisition Landlord for payment of Landlord’s Contribution in installments, but not more often than monthly, provided that Landlord may withhold from each such installment of Landlord’s Contribution paid prior to the Final Payment (hereinafter defined) retainage equal to ten percent (10%) of the amount otherwise payable to Tenant. Each such installment of Landlord’s Contribution paid prior to the Final Payment is hereinafter referred to as a “Progress Payment”. Notwithstanding the foregoing or paragraph “(g)” below, Landlord agrees that the entire amount of Landlord’s Contribution applied toward Tenant’s space planning costs shall be disbursed to Tenant within thirty (30) days after delivery to Landlord of invoice(s) from Tenant’s architect or space planner for such costs.
(g) Each requisition for a Progress Payment shall include (i) a detailed breakdown of the costs of Tenant’s Work, (ii) ) a copy of each executed Application for Payment and Architect’s Certificate for Payment (on AIA Documents G702 and G703 or reasonable equivalents) covering all contractor charges included in the requisition, (iii) copies of invoices for any costs of Tenant’s Work that are not included in a contractor’s Application for Payment, (iv) executed interim lien waivers from the general contractor, subcontractors and materials suppliers substantially in the form attached to this Lease as Exhibit I, and (v) a certification by an appropriate officer of Tenant that Tenant has made full payment for all of the work and other costs of Tenant’s Work covered by the prior Progress Payments. Landlord shall make each Progress Payment (in an amount not to exceed the lesser of (x) the costs of Tenant’s Work as evidenced by the documentation submitted with the applicable requisition, or (y) the balance of Landlord’s Contribution then remaining, less all retainage held by Landlord) within thirty (30) days after Landlord’s receipt of a Progress Payment requisition with all required supporting documentation unless, within such period, Landlord notifies Tenant of its rejection of all or part of such requisition as a result of Tenant’s failure to comply with the requirements of this Section 3.3, specifying the reasons therefor, and if Landlord so notifies Tenant, then upon reasonable satisfaction of such objections, Landlord shall pay any amount withheld within ten (10) Business Days.
(h) After the occurrence of the Substantial Completion Date, Tenant may submit a requisition to Landlord for payment of the balance of Landlord’s Contribution including any retainage pursuant to Section 3.3(f) (the “Final Payment”). Such requisition shall include: (i) a final accounting of all of the costs of Tenant’s Work, (ii) final mechanic’s and material supplier’s lien waivers in a commercially reasonable form, and (iii) all other documentation required for a Progress Payment pursuant to the preceding paragraph. Landlord shall pay the Final Payment (in an amount not to exceed the lesser of (x) the unreimbursed costs of Tenant’s Work as evidenced by the documentation submitted with the requisition for the Final Payment, or (y) so much of the Maximum Contribution as is then remaining after deducting all Progress Payments and Landlord’s Review and Administration Charge therefrom) within thirty (30) days after Landlord’s receipt of a timely requisition for the Final Payment with all required supporting documentation unless, within such period, Landlord notifies Tenant of its rejection of all or part of such requisition, specifying the reasons therefor, and, if Landlord so notifies Tenant, then upon reasonable satisfaction of such objections, Landlord shall pay any amount withheld within ten (10) Business Days.
(i) All payments of Landlord’s Contribution shall be made directly to Tenant except that upon prior notice from Tenant, the amounts included in any Progress Payment or in the Final Payment that are due Tenant’s architect, general contractor, construction manager or cabling contractor shall be paid by Landlord directly to such party.
(j) If the sum of the Progress Payments and the Final Payment shall total less than the Maximum Contribution, then the amount by which the Maximum Contribution exceeds such sum (such difference, the “Refurbishment Contribution”) shall remain available to reimburse Tenant for the third-party costs incurred by Tenant to design and construct alterations to the Premises in accordance with the provisions of Section 106.2.5 of this Lease subsequent to the Substantial Completion Date (such alterations “Future Work”). The Refurbishment Contribution, including without limitation if any, shall requisitioned by Tenant and disbursed by Landlord in the prior approval same manner as is applicable to Landlord’s Contribution in connection with Tenant’s Work.
(k) Notwithstanding any provision of this Section 3.3 to the contrary, Landlord shall have no obligation to make any payment of Landlord. This Lease and Landlord’s performance of its obligations hereunder Contribution or, if applicable, the Refurbishment Contribution, with respect to any requisition or request for payment submitted later than December 31, 2015, or at any time during which there shall be contingent upon a Default of Tenant, provided that if Landlord shall withhold payment to Tenant on account of there being a Default of Tenant, then Landlord shall pay Tenant the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by amount withheld if Tenant shall be conclusive evidence cure the Premises were, on that date, in good, clean, applicable default and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch listLandlord shall have accepted such cure without exercising its rights of termination or retaking of possession pursuant to Section 8.2.”
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Samples: Lease (Mimedx Group, Inc.)
Preparation of Premises. If no “Work Letter” is referenced 4.1 Landlord shall make those improvements completed and prepared for Tenant's occupancy in Section 1 as an Exhibit accordance with the agreed upon plans and attached hereto, Tenant agrees to accept the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of specifications between Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated hereinmade a part hereof. The facilities, material and work to be furnished, will be performed by the Landlord at his expense and hereinafter referred to as "Standard Improvements". Any other facilities, material or work undertaken by or for the account of a tenant over and above standard work will be "Special Work".
4.2 The premises shall be deemed ready for occupancy on the date on which standard work shall have been substantially completed notwithstanding the fact that minor or insubstantial details of construction or adjustment remain to be performed, the non-completion of which does not materially interfere with Tenant's use of the premises. Any such minor items not completed or requiring adjustment will be itemized on a punch list and Landlord will utilize his best efforts to complete such items promptly. It is expressly understood that the correction, completion or adjustment of punch list items or corrections or adjustment required by the Landlord under any warranties hereunder do not constitute a valid reason for withholding of rental or any other payments due hereunder. Completion of the work required by Landlord shall be delayed due to any act or omission of the Tenant including delays due to changes or additions requested of Landlord’s obligation, if anydelays in Tenant submission of plans or other information or in giving required approvals or authorizations; or due to additional time needed, for the completion of any special work by or for the Premises (“Landlord’s Work”) Tenant then the premises shall be defined and limited by said Work Letter, and Landlord shall not be required to furnish or install any item not indicated thereon. Any additional alterations or improvements to the Premises beyond those set forth deemed ready for occupancy on the Work Letter date they would have been ready but for such delay and rent and other payments shall be at Tenant’s sole cost and expense and subject to all provisions commence as of Section 10, including without limitation the prior approval of Landlord. This Lease and Landlord’s performance of its obligations hereunder shall be contingent upon the availability of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant shall be conclusive evidence the Premises were, on that such earlier date, in good, clean, and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch list.”
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Preparation of Premises. If no “Work Letter” is referenced 4.1 Landlord shall make those improvements completed and prepared for Tenant's occupancy in Section 1 as an Exhibit accordance with the agreed upon plans and attached hereto, Tenant agrees to accept the Premises on the Commencement Date in its existing “As Is” condition as described in Section A above without any agreement, representation or obligation on the part of Landlord to perform or provide any alterations, improvements, repairs or allowance of any kind, except as set out explicitly in this Section 2.B. Otherwise, the obligations of sxxxxxxcations between Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in the Work Letter attached hereto and incorporated herein. Landlord’s obligation, if any, for completion of the Premises (“Landlord’s Work”) shall be defined made a part hereof and limited by said Work Letter, and Landlord shall not be required hereinafter referred to furnish or install any item not indicated thereonas "Standard Improvements" Exhibit "C". Any additional alterations other facilities, material or improvements to work undertaken by or for the Premises beyond those account of a tenant over and above standard work set forth on Exhibit "C" will be "Special Work" with its expenses to be totally borne by the Work Letter shall be at Tenant’s sole cost . Landlord agrees to notify Tenant of the proposed schedule for all ox xxxx xork on or before February 1, 2002, and expense to complete such work no later than March 15, 2002. Landlord and subject Tenant agree to all provisions use their reasonable, good faith efforts to stage xxx xchedule such work so as to minimize any interference with or disturbance of Section 10, Tenant's business use of the remainder of the Leased Premises (including without limitation Suite 101 thereof) due to the prior approval performance of any of such work.
4.2 The premises shall be deemed ready for occupancy on the date on which standard work and any Special Work shall have been substantially completed notwithstanding the fact that minor or insubstantial details of construction or adjustment remain to be performed, the non-completion of which does not materially interfere with Tenant's use of the premises. Any such minor items not completed or xxxxxring adjustment will be itemized on a punch list and Landlord will utilize his best efforts to complete such items promptly. It is expressly understood that the correction, completion or adjustment of punch list items or corrections or adjustment required by the Landlord under any warranties hereunder do not constitute a valid reason for withholding of rental or any other payments due hereunder. Completion of the work required by Landlord shall be delayed due to any act or omission of the Tenant including delays due to changes or additions requested of Landlord. This Lease and Landlord’s performance , delays in Tenant submission of its obligations hereunder plans or other information or in giving required approvals or authorizations; or due to additional time needed, for the completion of any special work by or for the Tenant then the premises shall be contingent upon deemed ready for occupancy on the availability date they would have been ready but for such delay and rent and other payments shall commence as of all required permits for Landlord’s Work and Tenant’s occupancy for the uses set out in Section 1 (J) above, under terms and conditions reasonably satisfactory to Landlord, in its sole discretion. Taking possession of the Premises by Tenant shall be conclusive evidence the Premises were, on that such earlier date, in good, clean, and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a mutually agreed upon written “punch list.”
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Samples: Lease Agreement (Carecentric Inc)