Common use of Ready for Occupancy Clause in Contracts

Ready for Occupancy. For purposes hereof, the Premises shall be deemed conclusively ready for occupancy (“Ready for Occupancy”) upon the completion of the following conditions: a. Landlord has substantially completed its work on the Tenant’s Improvements except for punch list items and provided Tenant with possession of the Premises free and clear of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” shall be the day on which the conditions set forth in Section 4.2(a)-(d) are satisfied minus all the Tenant Delay days that have occurred.

Ready for Occupancy. For purposes hereofThe Premises will be deemed to be “ready for occupancy” under the terms of this Lease if Landlord’s construction or remodeling of the Premises as required by Section 3.1 is complete except for punchlist items that do not interfere with Tenant’s use or enjoyment of the Premises (“Substantial Completion” or “Substantially Complete”). In the event a dispute occurs as to whether or not Landlord’s construction or remodeling of the Premises is Substantially Complete, the certification of Landlord’s architect or engineer that Landlord’s construction of the Premises shall is Substantially Complete in accordance with the requirements herein and in Exhibit B will be deemed conclusively ready for occupancy (“Ready for Occupancy”) upon the completion final and conclusive. The taking of possession by Tenant of the following conditions: a. Landlord has substantially completed its work on Premises for the conduct of Tenant’s Improvements except for punch list normal business operations will be deemed conclusive that Tenant accepted delivery of the Premises as Substantially Complete, subject to the punchlist items and provided described above (which Landlord shall complete within a reasonable time not to exceed thirty (30) days after the Commencement Date). If Tenant with has taken possession of the Premises free and clear as Substantially Complete, Landlord agrees that it will diligently carry forward its construction of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply to final completion in accordance with all applicable laws, codes, regulations its obligations as required by Section 3.1 and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities3.2. As used herein, a The term “Tenant Delay” shall mean (iany actual delay of Landlord in completing Landlord’s Work specified in Exhibit B as a result of a) the Tenant’s failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods the Final Plans (such timeframes set forth in this Lease, as applicableExhibit B); and (iior b) any material and unreasonable interference by Tenant Change Order; or its agents with Landlord’s c) the performance and/or completion of any Tenant Work by a person, firm or corporation employed by Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that In the event a Tenant Delay has occurredDelay, Landlord shall notify Tenant in writing the Commencement Date of this Lease and the event which constitutes payment of rent thereunder will be accelerated by the number of days of such Tenant Delay. If such actions, inaction or circumstance described Notwithstanding anything in the notice Lease to the contrary, if the Commencement Date has not occurred (other than by reason of Tenant Delay) on or before sixty (60) days after the “Delay Notice”date of this Lease, then Landlord shall incur the following financial penalties which shall be credited to Tenant’s Base Rent as it becomes due and payable: a) are not cured by Tenant within one (1$250.00 per day for days 61 through 75; b) business $500 per day for days 76 through 90; and $1,000 per day for every day beyond the 90th day of Tenant’s receipt this Lease. If the Commencment Date has not occurred on or before the 90th day after the date of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a this Lease (other than by reason of Tenant Delay), then a Tenant shall have the right, at its option, to terminate this Lease by sending written notice of such election to Landlord. Every day of Tenant Delay shall be deemed extend the above time frames on a day-for-day basis. An election by Tenant to have occurred commencing terminate this Lease as provided for in this Section shall not limit Tenant’s right to payment by Landlord of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” shall be the day on which the conditions financial penalties set forth in Section 4.2(a)-(d) are satisfied minus all the Tenant Delay days that have occurredabove.

Ready for Occupancy. For purposes hereof, the Premises The PREMISES shall be deemed conclusively ready for occupancy (“"Ready for Occupancy”) upon " under the completion terms of the following conditions: a. Landlord this lease if LANDLORD has substantially completed LANDLORD'S Work to the extent the same can be accomplished prior to and independently of TENANT'S Work. The failure by TENANT to give notice within thirty (30) calendar days of its work on the Tenant’s Improvements except for punch list items and provided Tenant with taking possession of the Premises free PREMISES specifying in detail those items of LANDLORD'S Work which are not then substantially completed shall be deemed conclusive that TENANT has accepted the PREMISES with all items of LANDLORD'S Work substantially completed. In the event a dispute occurs as to whether or not LANDLORD'S Work has been substantially completed as aforesaid, the certification of LANDLORD'S architect that LANDLORD'S Work is substantially complete shall be conclusive and clear binding upon the parties. Following TENANT'S taking position of the PREMISES and its completion of any other occupants; b. Landlord TENANT'S Work necessary to permit LANDLORD to complete LANDLORD'S Work, LANDLORD will carry forward LANDLORD'S Work to completion. LANDLORD may, upon request of TENANT, make the PREMISES available to TENANT for the commencement of TENANT'S Work (at TENANT'S sole risk) prior to the date LANDLORD has substantially completed LANDLORD'S Work. In such event, LANDLORD shall have received any governmental approvals which are necessary in order issue to TENANT a letter of authorization for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used hereinPREMISES, a “Tenant Delay” shall mean (i) the failure date of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “TENANT'S Ready for Occupancy” Occupancy date notwithstanding the fact that LANDLORD may revoke TENANT'S right to continue TENANT'S Work if LANDLORD determines that TENANT'S Work shall interfere with LANDLORD'S Work. Under no circumstances shall LANDLORD be liable to TENANT in damages or otherwise for a delay in delivering the day on which PREMISES to TENANT occasioned by the conditions set forth in Section 4.2(a)-(d) are satisfied minus all the Tenant Delay days that have occurredholding over or retention of possession by any prior occupant or for any other reason.

Ready for Occupancy. For purposes hereof, the The Premises shall be deemed conclusively ready for occupancy (“Ready for Occupancy”) upon the completion of the following conditions: a. Landlord has substantially completed its work on the Tenant’s Improvements except for punch list items and provided Tenant with possession of the Premises free and clear of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” upon the Substantial Completion of the Premises. For purposes of this Lease, “Substantial Completion” of the Premises shall be occur upon the day on which the conditions set forth in Section 4.2(a)-(d) are satisfied minus all completion of construction of the Tenant Delay Improvements in the Premises pursuant to the Approved Working Drawings, with the exception of any “Punch List Items” (hereinafter defined) and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor. Tenant shall have a period of thirty (30) days from Tenant’s receipt of notification from Landlord of the Substantial Completion of the Premises to provide Landlord with a written list of any defects or any incomplete or unsatisfactory items with respect to the Tenant Improvements (“Punch List Items”). Landlord will then be obligated within a reasonable period of time, not to exceed thirty (30) days after receipt of Tenant’s written notice, to cure any such Punch List Items (unless such Punch List Items, due to their nature, cannot reasonably be cured within thirty (30) days, in which case Landlord shall promptly commence to cure same and diligently pursue same to completion). This time provision shall not apply to latent defects in the Tenant Improvements, and Landlord shall promptly repair the same in a good and workmanlike manner, provided that have occurred.Tenant delivers written notice to Landlord specifying such latent defect prior to the date that is twelve (12) months following the Substantial Completion of the Premises. EXHIBIT B Genworth Financial Wealth Management, Inc.

Ready for Occupancy. For purposes hereof, the Premises shall be deemed conclusively ready for occupancy (“The term "Ready for Occupancy”) upon " shall mean the completion date on which a Certificate of Occupancy has been received from the City of El Segundo and the Lessee Improvements have been completed in substantial accordance with the Final Plans, except for matters not adversely affecting Lessee's use or occupancy of the following conditions: a. Landlord has substantially completed its work on the Tenant’s Improvements Premises and except for punch list items and provided Tenant (i.e., minor details of construction, mechanical adjustments or decorations which do not materially interfere with possession Lessee's use of the Premises). The Premises free shall be deemed Ready for Occupancy even though Lessee's furniture, telephones, telexes, facsimiles, photocopy machines, computers and clear other business machines or equipment have not been installed, the purchase and installation of which shall be Lessee's sole responsibility. If Lessee does not furnish the necessary information and fully cooperate with Lessor, the Architect and all other persons needed in connection with the preparation for or EXHIBIT "C" 30 construction of the Lessee Improvements, or does not furnish or complete, or is delayed in furnishing or completing, installation of any other occupants; b. Landlord furniture, fixtures or equipment in or about the Premises which Lessee or Lessee's vendor or contractor is obligated to furnish or install, or does not comply with each of the time requirements of this Agreement (including, but not limited to, Lessee's failure to cause the Architect to comply with the time requirements for delivery of the Schematic Drawings of Final Plans or revisions thereof, or Lessee's failure to deliver the Lessee's Schematic Notice or Lessee's Final Notice in the form and manner and at the times required above), or any action or inaction of Lessee or Lessee's Employees causes or results in a delay in the date the Lessee Improvements would have been Ready for Occupancy, same shall have received any governmental approvals which are necessary in order for Tenant be deemed to occupy the Premises, subject to a Tenant Delay (as defined below) be "Lessee Delays," and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, date the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has Lessee Improvements would have been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay Ready for Occupancy shall be deemed to have occurred commencing as earlier by the number of days of Lessee Delays. Lessee agrees that it shall fully cooperate with Lessor, the Architect and the general contractor, if any, to the extent necessary to assure substantial completion of the date of Tenant’s receipt of the Delay Notice and ending Lessee Improvements as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” shall be the day on which the conditions set forth in Section 4.2(a)-(d) are satisfied minus all the Tenant Delay days that have occurredsoon as is reasonably possible.

Ready for Occupancy. For purposes hereof, the Premises The Expansion Space shall be deemed conclusively ready for occupancy (“"Ready for Occupancy”) " upon the Substantial Completion of the Expansion Space. For purposes of this Second Amendment, "Substantial Completion" of the Expansion Space shall occur upon the completion of construction of the Improvements in the Expansion Space pursuant to the Approved Working Drawings, with the exception of any punch list items. Landlord shall use commercially reasonable efforts to notify Tenant approximately forty-five (45) days prior to Landlord’s estimated date of when Substantial Completion of the Expansion Space will occur. Except as provided in this Section 4.7, the Expansion Commencement Date shall occur as set forth in the Second Amendment. However, if there shall be a delay or there are delays in the Substantial Completion of the Improvements in the Expansion Space as a result of the following conditions:(collectively, "Tenant Delays"): a. Landlord has substantially completed its work on the 4.7.1 Tenant’s Improvements except for punch list items and provided Tenant with possession of the Premises free and clear of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the 's failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval 's approval; 4.7.2 A breach by Tenant of the terms of this Tenant Work Letter or consent the Lease (as amended); 4.7.3 Tenant's request for changes in the Approved Working Drawings that results in actual time delays; or 4.7.4 Tenant's requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Improvements in the Expansion Space, or which are different from, or not included in, the Building Standard Tenant Improvements provided Landlord notifies Tenant within time periods five (5) business days after ordering such items of possible associated delays; then, notwithstanding anything to the contrary set forth in the Second Amendment or this Lease, as applicable; Tenant Work Letter and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing regardless of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described actual date of the Substantial Completion of Improvements in the notice (Expansion Space, the “Delay Notice”) are not cured by Tenant within one (1) business day date of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay Substantial Completion thereof shall be deemed to be the date that Substantial Completion would have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a if no Tenant Delay occursor Delays, the date on which the Premises shall be deemed to have been “Ready for Occupancy” shall be the day on which the conditions as set forth in Section 4.2(a)-(d) are satisfied minus all the Tenant Delay days that have above, had occurred.

Ready for Occupancy. For purposes hereofThe term "Ready for Occupancy" means that ------------------- Landlord has substantially completed the Improvements, and that such work shall be deemed complete, notwithstanding the fact that minor details of construction, mechanical adjustments or decoration which do not materially interfere with Tenant's use of the Premises remain to be performed (items normally referred to as "punch-list" items). If the City of Cupertino requires as a condition to the right to lawfully occupy the Premises the issuance of a temporary or permanent certificate of occupancy, then the Premises shall not be deemed Ready for Occupancy unless and until such temporary or permanent certificate of occupancy is issued ("CofO") and unless the Premises and Building then meet all applicable Requirements (or unless Landlord is proceeding to cause all such Requirements to be so met and the CofO is not affected thereby and no portion of the Premises which has been tendered by Landlord may not be used or occupied by Tenant as a result thereby) the ground floor lobby and all elevator cabs are substantially complete and all utility services are available. The Premises shall be deemed conclusively ready Ready for occupancy Occupancy even though certain other portions of the Building, which do not materially interfere with Tenant's efficient conduct of its business, have not been fully completed, and even though Tenant's furniture, furniture systems, telephones, telexes, telecopiers, photocopy machines, computers and other business machines or equipment have not been installed, the purchase and installation of which shall be Tenant's sole responsibility. Landlord covenants and agrees that on the Commencement Date, all Building Systems and sub-systems, the structural elements of the Building and the Building foundation shall be in good working condition and repair. Subject to the correction by Landlord of the punch-list items, Tenant shall be obligated to accept the Premises at such time as it is Ready for Occupancy so long as the Improvements are substantially in conformance with the Final Plans. Landlord shall make itself available to conduct a walkthrough of the Premises prior to tender of possession thereof to identify and, together with Tenant, to prepare within ten (“10) days of the date the Premises is Ready for Occupancy a punch-list of items requiring correction. Landlord shall use its reasonable efforts to cause the correction of such punch- list items within thirty (30) days following the Commencement Date and in connection therewith, all such work shall be performed in a manner reasonably intended to minimize any inconvenience or disruption to Tenant. As soon as reasonably possible following the date the Premises are Ready for Occupancy”) upon the completion of the following conditions: a. Landlord has substantially completed its work on the Tenant’s Improvements except for punch list items and provided Tenant with possession of the Premises free and clear of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify cause to be prepared and delivered to Tenant in writing a final accounting of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day amount of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” shall be the day on which the conditions set forth in Section 4.2(a)-(d) are satisfied minus all the Tenant Delay days that have occurredTotal Construction Costs.

Ready for Occupancy. For purposes hereof, the The Premises shall be deemed conclusively ready for occupancy (“Ready for Occupancy”) upon the completion of the following conditions: a. Landlord has substantially completed its work on the Tenant’s Improvements except for punch list items and provided Tenant with possession of the Premises free and clear of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” upon the Substantial Completion of the Landlord’s Work and the Tenant Improvements. For purposes of this Lease, “Substantial Completion” of (i) the Tenant Improvements shall occur upon the completion of construction of the Tenant Improvements in the Premises pursuant to the TI Construction Documents, and (ii) the Landlord’s Work shall occur upon the completion of construction of the Landlord’s Work pursuant to the Base Building 35654\12546889.9 B-14 06907\011\8511619.v2 06907\011\8493037.v6 Construction Documents, with the exception of any (a) punch list items, the lack of completion of which, and the work of completion of which, will not impair Tenant’s ability to install its fixtures, work-stations, built-in furniture or equipment in the Premises or otherwise conduct Tenant’s normal business operations within the Premises, and (b) the installation of any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant. Upon the Substantial Completion of the Improvements, Tenant and Landlord shall jointly conduct a walk-through of the Improvements and shall jointly prepare such a punch list (the “Punch List”) of items of Landlord’s Work and Tenant Improvement needing additional work (the “Punch List Items”); provided, however, the Punch List shall be limited to items which are required by the day on which Construction Documents and any other changes agreed to by the conditions parties, and Landlord shall use commercially reasonably efforts to cause the same to be completed and/or corrected within the first thirty (30) days following the preparation of the Punch List. Within sixty (60) days following completion of the Punch List work, Landlord shall deliver to Tenant (or shall cause the Architect and the Contractors to deliver to Tenant) a complete set forth in Section 4.2(a)-(d) are satisfied minus all of the “as-built” drawings for the Landlord’s Work and the Tenant Delay days that have occurredImprovements and a copy of each Contractor’s “close-out package” (all closed permits, all warranties, guaranties, and equipment specifications, operating manuals, maintenance requirements and other information relating to the improvements, equipment, and systems in the Premises, etc.).

Ready for Occupancy. For all purposes hereofof this Lease, the Phase One Premises and the Phase Two Premises, as the case may be (hereinafter referred to as the “Applicable Premises”) shall be deemed conclusively ready for occupancy (“Ready for Occupancy”) upon the completion of the following conditions: a. Landlord has substantially completed its work on the Tenant’s Improvements except for punch list items and provided Tenant with possession of the Premises free and clear of any other occupants; b. Landlord shall have received any governmental approvals which are necessary in order for Tenant to occupy the Premises, subject to a Tenant Delay (as defined below) and the Premises shall comply with all applicable laws, codes, regulations and ordinances including, without limitation, the Americans with Disabilities Act; c. all Building systems and equipment serving the Premises are in good working order and condition; and d. Tenant has been provided access to the Parking Facilities. As used herein, a “Tenant Delay” shall mean (i) the failure of Tenant to timely approve or disapprove any matter requiring Tenant’s approval or consent within time periods set forth in this Lease, as applicable; and (ii) any material and unreasonable interference by Tenant or its agents with Landlord’s completion of Tenant’s Improvements and which objectively preclude or delay such construction. If Landlord contends that a Tenant Delay has occurred, Landlord shall notify Tenant in writing of the event which constitutes such Tenant Delay. If such actions, inaction or circumstance described in the notice (the “Delay Notice”) are not cured by Tenant within one (1) business day of Tenant’s receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualify as a Tenant Delay, then a Tenant Delay shall be deemed to have occurred commencing as of the date of Tenant’s receipt of the Delay Notice and ending as of the date such delay ends. If a Tenant Delay occurs, the date on which the Premises shall be deemed to have been “Ready for Occupancy” when all of the following shall have occurred: (a) there shall have been issued by the appropriate Governmental Authorities such use and occupancy permits and other governmental approvals as may be required with respect to all work and conditions in order that all of the Applicable Premises may be lawfully occupied by Tenant for general office uses and uses incidental thereto as provided in Article 9; (b) the Base Building Work and Leasehold Improvements shall have been Substantially Completed, all of the Applicable Premises shall be accessible and the day non-completion of any work to be done shall not materially adversely affect Tenant’s ability to use, occupy and enjoy the Applicable Premises for the normal conduct of Tenant’s business operations; (c) the Applicable Premises shall be free of occupants (other than occupancy by or through Tenant) and debris and broom clean; (d) the Applicable Premises shall be accessible to and from a dedicated and improved public road, all exterior scaffolding, debris chutes located on which the conditions facades of the Applicable Premises and construction machinery shall have been removed from the Applicable Premises, and all loading docks, ingress and egress lanes, signs, lights, surface improvements, landscaping, and parking shall have been Substantially Completed and be accessible and usable for loading, pedestrian and vehicular ingress and egress and parking purposes; (e) Landlord shall have delivered to Tenant a certificate of Landlord’s Architect certifying the matters set forth in Section 4.2(a)-(dSections 5.02(a), (b), (c) are satisfied minus all and (d) except that the Tenant Delay days that Landlord’s Architect shall not be required to certify as to whether any incomplete work would adversely affect Tenant’s use, occupancy and enjoyment of the Applicable Premises, but shall be required to certify as to what incomplete work exists. Such certificate of Landlord’s Architect shall be prima facie evidence, but not conclusive evidence, of the truth of the matters therein asserted. (f) The punch list inspection and the operational testing of the, utilities, operational systems and equipment required by Sections 4.2 and 4.3 of the Development Obligations Exhibit shall have occurredbeen performed.