Common use of Punchlist Clause in Contracts

Punchlist. The portion of the Purchase Price payable at each Closing as computed pursuant to the provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred and twenty five percent (125%) of the reasonably estimated cost of completing all of the tenant improvement work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements for the subject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvements.

Punchlist. The portion Landlord shall make commercially reasonable efforts to substantially complete the Tenant Improvements by the Anticipated Delivery Date. When Xxxxxxxx believes that the Leased Premises are in the Delivery Condition, Landlord shall deliver a notice to Tenant (a) stating that Landlord believes that the Leased Premises are in the Delivery Condition and (b) which designates a date (a “Delivery Initial Walk-Through Date”) not less than five (5) Business Days after, but approximately five (5) Business Days after, the giving of such notice, for the Tenant to conduct a scheduled inspection of the Purchase Price payable at Leased Premises (it being understood that Landlord shall have the right to accompany Tenant during any such inspection). Tenant shall be deemed to have acknowledged that the Leased Premises are in the Delivery Condition as of such Delivery Initial Walk-Through Date, unless Tenant indicates in a notice given to Landlord on or before the fifth (5th) Business Day after the Delivery Initial Walk-Through Date that the Leased Premises are not in the Delivery Condition (“Delivery Deficiency Notice”). If Tenant does not send a Delivery Deficiency Notice, Landlord and Tenant shall reasonably cooperate to establish a reasonable number of dates for the parties to conduct one or more inspections of the Leased Premises to identify punchlist items in respect thereof. No later than twenty-one (21) days following the Delivery Initial Walk-Through Date, Tenant shall deliver to Landlord a list of the elements of Tenant Improvements that remain incomplete (each Closing such list being referred to herein as computed pursuant a “Draft Delivery Punchlist”). No later than five (5) Business Days following receipt of a Draft Delivery Punchlist, Landlord shall notify Tenant whether Landlord contests any items on the Draft Delivery Punchlist. Xxxxxxxx’s failure to reply to the provisions Draft Delivery Punchlist within such five (5) Business Day period will be deemed Landlord’s acceptance of Paragraph 13.02 hereof the Draft Delivery Punchlist. Within three (3) Business Days following Xxxxxx’s receipt of Xxxxxxxx’s comments to the Draft Delivery Punchlist, Tenant shall revise the Draft Delivery Punchlist and re-submit it to Landlord. This process will repeat until the parties agree on a Draft Delivery Punchlist (the “Delivery Punchlist”). Landlord shall use commercially reasonable efforts to complete the items identified on the Delivery Punchlist approved by Tenant within thirty (30) days thereafter (and in any event will complete such items within 90 days thereafter). 5. Extensions of the Anticipated Delivery Date. The Anticipated Delivery Date will be extended one day for each day of (a) Tenant Delay (as defined below) or (b) actual delay in the delivery of the Leased Premises to Tenant in the Delivery Condition to the extent resulting from a Force Majeure Event. As used herein, “Tenant Delay” means any actual delay that would not have occurred but for (i) any Change Order (defined below) approved by Tenant in accordance with the terms of Section 6 below (however Tenant acknowledges and agrees that Landlord shall have no obligation to cease or temporarily halt ongoing construction of the Tenant Improvements between the date of Tenant’s Change Request(s) and the amount date of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred and twenty five percent (125%) Tenant’s execution of the reasonably estimated cost of completing all of the tenant improvement work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements for the subject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in a Change Order with respect to the first and second sentences same); and/or (ii) the failure of Tenant to furnish within the time provided in this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner Lease any information required by the applicable contract, agreement or undertaking is paid in full in respect this Lease to the subject Phase Punchlist Work; (b) Lien waivers required be furnished by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary Tenant to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvementsLandlord.

Punchlist. The portion of the Purchase Price payable at each Closing as computed pursuant to the provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred and twenty five percent (125%) of the reasonably estimated cost of completing all of the tenant improvement improvements for work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements for the subject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to the Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to the Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to for incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvements.

Punchlist. The portion Xxxxxxxx will notify Tenant in writing when Xxxxxxxx believes that Substantial Completion has occurred. Within five (5) Business Days thereafter, Xxxxxxxx's representative and Tenant's representative shall conduct a walk-through of the Purchase Price payable at each Closing as computed pursuant to Premises and identify any necessary touch-up work, repairs and minor completion items for final completion of the provisions of Paragraph 13.02 hereof and Tenant Improvements in accordance with the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter providedTenant Improvement Plans, which amount shall equal one hundred can reasonably be expected to be completed within thirty (30) day at minimal interference to Tenant, and twenty five percent (125%) which in the aggregate do not impact Tenant’s use and enjoyment of the reasonably estimated cost of completing all of Premises (the tenant improvement work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements for the subject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist HoldbackItems"). The Neither Landlord nor Tenant shall unreasonably withhold its agreement on Punchlist Holdback Items. Landlord shall be compiled in a line item format in respect use commercially reasonable efforts to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, complete all Punchlist Items within fifteen thirty (1530) days prior after the walk-through; however, Landlord shall not be obligated to the date the foregoing payments hereunder are due, are unable engage overtime labor in order to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make complete such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Partiesitems. When the scope and amount In light of the applicable Punchlist Holdback is determined as aforesaidwalk- through, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New if Tenant, in form Tenant’s reasonable discretion and substance reasonably acceptable in accordance with this Exhibit “B”, agrees that the Tenant Improvements are Substantially Complete, and notwithstanding anything to Purchaserthe contrary contained in the Lease, setting forth then the applicable Tenant's or New Tenant's acceptance of completion “Commencement Date” shall be deemed to be the date of the subject tenant improvements.walk- through. RICHMOND DEPARTMENT OF SOCIAL SERVICES 000 XXXX XXXXXXXX XX. RICHMOND, VIRGINIA COLOR CODED PLANS ROOF 60' - 0" SECOND FLOOR EXISTING 30' - 0" FIRST FLOOR EXISTING 0" Crawspace -12' - 2 21/32" THIRD FLOOR EXISTING 45' - 0" 15' - 0" BASEMENT EXISTING

Punchlist. The portion of the Purchase Price payable at each Closing as computed pursuant to the provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred and twenty five percent (125%) of the reasonably estimated cost of (i) completing all of the tenant improvement improvements for work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date Date, and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty twenty-five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions portion of those Improvements comprising the Improvements for the subject Phase Project that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller Seller, Contractor and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are dueClosing Date, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller Seller, Contractor and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the PartiesParties and Contractor. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules Schedule 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, SellerSeller and Contractor, jointly and severally, at its their sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller and Contractor to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaidthe Closing Date, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller Contractor has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvements.

Punchlist. The portion Concurrently with Landlord's delivery of the Purchase Price payable at each Closing as computed pursuant Premises to Tenant, a representative of Landlord and a representative of Tenant shall perform a walk-through inspection of the provisions of Paragraph 13.02 hereof and Tenant Improvements in the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter providedPremises to identify any "punchlist" items (i.e., minor defects or conditions in such Tenant Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which amount items Landlord shall equal one hundred repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case Landlord shall commence such repair or correction work within such thirty (30) day period and twenty five percent (125%) of diligently prosecute the reasonably estimated cost of completing all of same to completion). FINAL SPACE PLAN Tenant shall faithfully observe and comply with the tenant improvement work for Leases following Rules and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Earn-Out Payment dateRegulations. The amount of the Footage Payment payable hereunder Landlord shall not be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially responsible to those standards Tenant for the shell nonperformance of any of said Rules and core portions of the Improvements for the subject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in Regulations by or otherwise with respect to the first and second sentences acts or omissions of this Paragraph 13.11, "Punchlist Holdback")any other tenants or occupants of the Project. 1. The Punchlist Holdback sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be compiled in a line item format in respect to major segments obstructed or used for completing such incomplete items any purpose other than ingress and shall set forth the reasonable cost of completing each such line itemegress. 2. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope No awnings or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it other projection shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless the outside walls of the amount Project without Landlord's prior written consent. 3. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. If Tenant desires window coverings, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. 4. No sign, advertisement or notice shall be exhibited, painted or affixed by Tenant on any part of, or so as to be seen from the outside of, its Premises or the Project without Landlord's prior written consent. In the event of Tenant's violation of the Punchlist Holdback)foregoing, agrees Landlord may remove the same without any liability and may charge the expense incurred in such removal to diligently prosecute to completion ("Punchlist Work") all Tenant. All signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted or affixed for Tenant by Landlord at the expense of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably shall be of a size, color and style acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvementsLandlord.

Punchlist. The portion of the Purchase Price payable at each Closing as computed pursuant to the provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred and twenty five percent (125%) of the reasonably estimated cost of completing all of the tenant improvement improvements work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Phase I Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements for the subject Phase I that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvements.

Punchlist. The portion Concurrently with Landlord's delivery of the Purchase Price payable at each Closing as computed pursuant Premises to --------- Tenant, a representative of Landlord and a representative of Tenant shall perform a walk-through inspection of the provisions of Paragraph 13.02 hereof and Improvements in the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter providedPremises to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which amount items Landlord shall equal one hundred repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and twenty five percent diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (125%5) business days after the Tenant to approve Cost receipt of the reasonably estimated cost of completing all Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the tenant improvement work Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the Lease, subject to extension only for Leases Landlord Delays as provided in, and New Leases subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that are Qualified Leases the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in the applicable Phase lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the applicable Closing Date and/or Earn-Out Payment datedate hereof. The amount RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser Lease (collectively with the Lease, the "Documents") or any transactions described therein, and disbursed to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as hereafter provided, which amount shall equal one hundred twenty five percent (125%) _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the reasonably estimated cost Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of constructing such approval and completing substantially to those standards for the shell execute and core portions deliver on behalf of the Improvements for the subject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") Corporation all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are other documents necessary to insure over Liens effectuate said transaction in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to incomplete tenant improvements under conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Lease or New LeaseMaryland limited partnership, an acknowledgment from the subject Tenant or New TenantAS LANDLORD, in form AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvements.225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------

Punchlist. The portion of the Purchase Price payable at each Closing as computed pursuant to the provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred and twenty five percent (125%) of the reasonably estimated cost of completing all of the tenant improvement improvements for work for Leases and New Leases that are Qualified Leases in the applicable Phase as of the applicable Closing Date and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions portion of those Improvements comprising the Improvements for the subject Phase Project that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) 31 37 days prior to the date the foregoing payments hereunder are dueClosing Date, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), 13.11(a)(2), etc. Thereafter, subject to Force Majeure, Seller, at its sole cost and expense (regardless of the amount of the Punchlist Holdback), agrees to diligently prosecute to completion ("Punchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaidthe Closing Date, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the subject line item of such Punchlist Work has been completed. When all of the Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to the Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to the Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the subject Punchlist Work that pertains to for incomplete tenant improvements under a Lease or New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the subject tenant improvements.