Common use of Punch List Clause in Contracts

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this Lease.

Punch List. In addition to Upon notification from the Contractor that the Hotel is Substantially Completed and notwithstanding anything to the contrary in Paragraph 6.A aboveready for inspection, Tenant Seller shall have thirty (30) days after the Commencement Date to provide Landlord with prepare a written “punch list” pertaining with the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to defects in Buyer for its review and comments. The costs of completing the Tenant Improvements constructed by Landlord for Tenant. As soon Punch List Items that are not completed as of the date of Closing, as reasonably possible after timely receipt estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the punch listPunch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, Landlord or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through 90) days after Substantial Completion of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree Hotel or the Closing on the incomplete or defective construction Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which Pre-Opening Program; provided that the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant Pre-Opening Program shall not be responsible upon Lease Termination permitted to repair said item(s) so noted interfere with or delay the activities of Seller in writing by Landlordcompleting the Hotel. Landlord Seller shall have thirty (30) days thereafter (pay in a timely manner all costs associated with the Pre-Opening Program or longer if necessary, provided Landlord is diligently pursuing otherwise related to the completion pre-opening operations of the same) Property up to completebut not including the Effective Time, at Landlord’s expense, regardless of when such costs are payable (the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after the Commencement Date of this LeasePre-Opening Costs”).

Punch List. In addition to and notwithstanding anything to the contrary in Paragraph 6.A aboveWithin 60 days after substantial completion of Landlord’ s Expansion Space Work, Tenant shall have thirty (30) days after the Commencement Date furnish to provide Landlord with a written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for statement setting forth Tenant. As soon as reasonably possible after timely receipt of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect' s schedule , in its reasonable discretionopinion, not of any such uncompleted portions of Landlord's Expansion Space Work (the "Punch list"). If Landlord objects to repair such item(s)any portion of the Punch list, but Landlord shall notify Tenant. If not, Landlord shall diligently complete the Punch list items and if Landlord fails to acknowledge in written form diligently pursue completion of the defect and/or damaged item(s); in which case, notwithstanding anything Punch list items approved by Landlord within 90 days after delivery of the Punch list to the contrary in said Lease Paragraph 5 (“Acceptance Landlord and Surrender”)Landlord's acceptance thereof, Tenant shall not be responsible upon Lease Termination issue to repair said item(s) so noted in writing by Landlord. Landlord shall have thirty (30) days thereafter (or longer written notice of such failure and if necessary, provided Landlord is fails to diligently pursuing the pursue completion of the same) to complete, at Landlord’s expense, the “punch list” said Punch list items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days thereafter, Tenant may complete any of such Punch list items and Landlord shall pay Tenant any reasonable , actual and documented amounts incurred by Tenant within 30 days after proof of payment.  Landlord’s Refurbishment Work  1. Building 755 restrooms (located across from Tenant's break room) shall be improved to building standard with new tiles, plumbing fixtures, lighting fixture s, ceiling and paint. 2. Building 755 - Additional restrooms will be provided for the Commencement Date production area portion of this Leasethe Premises to building standard. 3. Break room portion of the Premises located in Building 755 to be improved with paint, new carpet, doors, ceiling and kitchenette with small refrigerator and microwave to building standard. 4. Landlord will install new interior signage within Building 755 provided by Tenant, at Tenant’s cost, which installation shall not impact substantial completion of Landlord ' s Expansion Space Work.

Punch List. In addition to and notwithstanding anything Prior to the contrary Closing, Purchaser agrees to participate in Paragraph 6.A above, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises Unit (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts "Walk-Through") with Seller's representative in order to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, compile a list of all “punch list” items which the parties reasonably mutually agree need correction, which are apparent at the time of inspection (i) "Walk-Through List"), which Walk-Through List shall be signed by both Purchaser and Seller. If Purchaser fails or refuses to be corrected by Landlord (but complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall exclude any damage not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or defects caused by Tenant, delay the Closing. Seller will use commercially reasonable efforts to cause its employees, agents or parties Tenant has contracted with contractors to work complete the items on the PremisesWalk-Through List at Seller’s expense within the later to occur of sixty (60) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. Landlord shall have thirty (30) working days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion after preparation of the sameWalk-Through List or sixty (60) to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) working days after the Commencement Date date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to close this Leasetransaction due to the need for reasonable further work (to be noted on the Walk-Through List with respect to the Unit) shall constitute a default by Purchaser under this Agreement.

Punch List. In addition Promptly following the Substantial Completion of the Improvements, a representative of Tenant and a representative of Landlord and/or the Architect shall perform a joint walk-through inspection of the Improvements in the Premises to and notwithstanding anything identify any “punchlist” items of known or apparent deficiencies or incomplete work required to be corrected or completed by Landlord pursuant to the contrary in Paragraph 6.A aboveApproved Working Drawings, Tenant which items Landlord shall have repair or correct no later than thirty (30) days after the Commencement Date to provide Landlord with a written “punch list” pertaining to defects in the Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt date of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint such walk-through (unless the nature of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete repair or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After correction is such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. Landlord shall have that more than thirty (30) days thereafter (are required for completion, in which case, Landlord shall commence such repair or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any correction work within such notice to Landlord within thirty (30) day period and diligently prosecute the same to completion). A. Within ten (10) business days following the full execution and delivery of this Lease by Landlord and Tenant Final Space Plan to be completed by Tenant and delivered to Landlord. B. Five (5) business days after the receipt of the Cost Proposal by Tenant Tenant to approve Revised Cost Proposal and deliver Revised Cost Proposal to Landlord. C. Five (5) business days after the receipt of the Revised Cost Proposal by Tenant. Tenant to approve Revised Cost Proposal and deliver Revised Cost Proposal to Landlord. To: Re: Office Lease dated , between , a (“Landlord”), and , a (“Tenant”) concerning Suite on floor(s) of the office building located at , , California. Gentlemen: In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced on for a term of ending on . 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of this the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4. Your rent checks should be made payable to at . 5. The exact number of rentable/usable square feet within the Premises is square feet.

Punch List. In addition When the Initial Premises Work, on a floor-by-floor basis, is nearing Substantial Completion, the General Contractor shall provide the Landlord, Landlord’s Project Manager, the Tenant and the Tenant Architect with a list of work items that remain to be completed, and notwithstanding anything a request for inspection. The Landlord shall schedule a walk-through with the Landlord’s Project Manager and the Tenant Architect of the applicable floor(s), in no event later than five (5) Business Days following receipt of the request for inspection. The Tenant Architect will create a discrepancy list with input from the Landlord’s Project Manager (each a “TI Punch List”) of the items of the Tenant Improvements, if any, that the Tenant Architect deems incomplete or not in accordance with the Tenant’s Plans and Specifications. The Landlord’s Project Manager will create a discrepancy list with input from Tenant’s Architect (each a “IPBI Punch List”) of the items of the Initial Premises Building Improvements, if any, that the Landlord’s Project Manager deems incomplete or not in accordance with the Landlord’s Plans and Specifications. The TI Punch List and the IPBI Punch List are sometimes collectively referred to herein as the “Punch List”. The General Contractor’s construction manager may accompany the parties on any Punch List walk-through. The Punch List shall be delivered to the contrary in Paragraph 6.A aboveLandlord, the Tenant, and the General Contractor not later than ten (10) Business Days after the date Landlord and Tenant have received notice from the General Contractor that the Initial Premises Work, on a floor-by-floor basis, is ready for inspection. The General Contractor will complete or correct the Punch List items and request re-inspection by notice to the Landlord and the Tenant Architect. The Work and re-inspection will continue until the Punch List items, on a floor by floor basis, are resolved. Each of the TI Construction Contract and the IPBI Construction Contract shall have obligate the General Contractor to resolve all Punch List Items no later than thirty (30) days after receipt of any applicable Punch List. When any dispute exists between the Commencement Date to provide Landlord with a written “punch list” pertaining to defects in Landlord, the Tenant Improvements constructed or the General Contractor as to whether a Punch List discrepancy has been resolved it shall be determined by Landlord for Tenantthe Neutral where such decision shall be final in all such circumstances. As soon as reasonably possible after timely receipt of the punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to Once the Tenant Improvements installed for Tenant by Landlord. After such inspection Architect determines that the TI Punch List items and the TI Punch List discrepancy, if any, has been completedresolved, Landlord shall prepare, and both parties shall sign, the Tenant Architect will issue an AIA Form G704 along with a list of all “punch list” any remaining minor items which of deficient work for the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on TI Construction Contract. Once the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord’s expenseProject Manager determines that the BI Punch List items and the BI Punch List discrepancy, if any, has been resolved, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be Project Manager will issue an AIA Form G704 along with a list of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after remaining minor items of deficient work for the Commencement Date of this LeaseIPBI Construction Contract.

Punch List. In addition to and notwithstanding anything to Within ten (10) business days after the contrary in Paragraph 6.A aboveExpansion Space Commencement Date, Tenant shall deliver to Landlord a list of items ("Punch List") that Tenant believes Landlord should complete or correct in order for the Expansion Space to be acceptable. Landlord shall commence to complete or correct the items as soon as possible, except those items that Landlord reasonably contends are not justified. If Tenant does not deliver the Punch List to Landlord within the ten (10) day period, Tenant shall be deemed to have thirty (30) days after accepted the Expansion Space and approved the construction. Nothing in this paragraph 6 shall delay the commencement of the Ninth Extended Term, the Expansion Space Commencement Date or Tenant's obligation to provide pay rent or to make other payments due Landlord with under the Lease for the Expanded Premises or the Expansion Space. WORK LETTER AGREEMENT EXISTING PREMISES NOVACEPT TENANT IMPROVEMENT ALLOWANCE 1047 AND ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇, PALO ALTO CONSTRUCTION EXHIBIT D THIS WORK LETTER AGREEMENT (hereinafter "Exhibit D") is attached to and forms a written “punch list” pertaining to defects in the Tenant Improvements constructed part of that certain Ninth Amendment To Lease ("Ninth Amendment") by Landlord for Tenant. As soon as reasonably possible after timely receipt of the punch listand between ▇▇▇▇▇▇▇▇▇▇ LIMITED, Landlord a California limited partnership (or one of "Landlord’s representatives if so approved by Landlord"), and NOVACEPT, a California Corporation ("Tenant"), pursuant to which Landlord leases to Tenant those certain premises located at 1047 and ▇▇▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Palo Alto, California consisting of approximately 18,765 square feet ("Existing Premises") and those certain premises located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Palo Alto, California consisting of approximately 7,480 square feet ("Expansion Space"), together comprising the total space leased by Tenant of approximately 26,245 square feet ("Expanded Premises"). All capitalized terms used herein shall conduct a joint walk-through of have the meaning ascribed to them in the Ninth Amendment unless otherwise defined below. The Existing Premises (if and the Expansion Space after Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on has completed the incomplete or defective construction related to the Expansion Space Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, described in Exhibits B and both parties shall sign, a list of all “punch list” items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties C and Tenant has contracted with to work on occupied the PremisesExpansion Space) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its reasonable discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted in writing by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord’s expense, the “punch list” items without the Commencement Date of the Lease and Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any such notice to Landlord within thirty (30) days after improved in accordance with the Commencement Date of this Lease.following: