Common use of SELF-HELP RIGHT Clause in Contracts

SELF-HELP RIGHT. “TIC Affiliate” means Pathline LLC, The Irvine Company LLC, or any affiliate or subsidiary of The Irvine Company LLC. Notwithstanding the foregoing and provided that a TIC Affiliate is no longer Landlord under this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance and/or replacement with respect to a Building pursuant to Section 7.2 above, and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such written notice, but in any event not later than 21 days after receipt of such written notice, then Tenant may proceed to take the required action upon delivery of an additional 10 business days’ written notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of the Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable costs and expenses in taking such action plus interest thereon at the rate of 10% per annum. In the event Tenant takes such action, and such work will affect the Building’s life safety systems, HVAC systems and/or elevator systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor who normally and regularly performs similar work in Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant within ten (10) business days after Landlord’s receipt of an invoice from Tenant of Tenant’s costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from rent payable by Tenant under the Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant within ten (10) business days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution pursuant to Section 14.7(b) below. If Tenant prevails in any such reference proceeding, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent; provided, however, in no event shall the amount offset in any month exceed an amount equal to 50% of the Basic Rent scheduled to be paid for such month.

SELF-HELP RIGHT. “TIC Affiliate” means Pathline LLCIf either (x) Landlord has not commenced (and thereafter diligently pursued completion thereof) any such requested Repair within the applicable time period set forth in Section 33.1, The Irvine Company LLCunless Landlord has submitted a Repair Dispute Notice as aforesaid, or any affiliate or subsidiary (y) if Landlord timely submits a Repair Dispute Notice and it is determined upon the final completion of The Irvine Company LLCthe Dispute Resolution Procedure that Landlord is [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Notwithstanding the foregoing and provided that a TIC Affiliate is no longer Landlord obligated under this LeaseLease to perform such Repairs, if and thereafter Landlord has not commenced (and thereafter diligently pursued completion thereof) any such requested Repair within the applicable time period set forth in Section 33.2, then at any time thereafter prior to the commencement of such Repair by Landlord, Tenant provides written notice shall have the right (the “Self-Help Right”) to Landlord undertake such actions as may be reasonably necessary to perform such Repairs; provided, however, (a) in no event shall any Repairs performed by Tenant adversely affect the structure of an event the Building or circumstance which requires any Building Systems; (b) the action insurance and indemnity provisions set forth in Article 11 and Article 25 shall apply to Tenant’s performance of Landlord such Repairs; (c) Tenant shall perform all such Repairs in accordance with all applicable Requirements; (d) Tenant shall retain to effect such Repairs only reputable and qualified contractors and suppliers as are duly licensed and, with respect to repair Repairs to the Building Systems and/or maintenance and/or replacement with respect to a Building pursuant to Section 7.2 above, and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such written notice, but in any event not later than 21 days after receipt of such written notice, then Tenant may proceed to take the required action upon delivery of an additional 10 business days’ written notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms structural elements of the Lease to be taken by LandlordBuilding (including the roof), then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable costs and expenses in taking such action plus interest thereon at the rate of 10% per annum. In the event Tenant takes such action, and such work will affect the Building’s life safety systems, HVAC systems and/or elevator systems or the structural integrity of the Building, Tenant shall use only those contractors used approved by Landlord in the Building for such work (without limitation, Landlord will provide Tenant with the names of the then-approved contractors for the roof and/or applicable Building System upon after request therefor); (e) Tenant shall effect such Repairs in good and workmanlike manner, consistent with the standards of the Building; (f) Tenant shall use new or like new materials; and (g) Tenant shall use diligent efforts to minimize interference with or impact on such systems unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize other occupants of the services Building. Promptly following completion of any other qualified contractor who normally and regularly performs similar work in Comparable Buildings. FurtherRepairs undertaken by Tenant pursuant to the provisions of this Section 33.3, if Landlord does not Tenant shall deliver a detailed written objection to Tenant within ten (10) business days after Landlord’s receipt invoice of an invoice from Tenant of Tenant’s costs of taking action which Tenant claims should have been taken by Landlordthe work completed, the materials used and if such invoice from Tenant sets forth a reasonably particularized breakdown of its the costs and expenses thereof. Upon completion of such Repairs and the delivery of said invoice by Xxxxxx, Landlord shall promptly reimburse Tenant for all reasonable actual out-of-pocket costs incurred by Tenant in connection with taking the performance of such action on behalf Repairs, or (B) afford Tenant a credit against the next installment payment(s) of LandlordFixed Rent payable under this Lease in amount equal to the reasonable actual out-of-pocket costs incurred by Tenant in connection with the performance of such Repairs. If Tenant submits a valid and proper invoice for the reasonable actual out-of-pocket expenses incurred in performing such Repairs, and all of the conditions thereto as set forth above have been timely, fully and completely satisfied in full, and Landlord has not delivered a written objection thereto as aforesaid, and Landlord shall fail timely to pay or provide a rent credit for the uncontested amount and such failure shall continue for thirty (30) days after Tenant provides a written notice to Landlord which expressly and specifically identifies such failure to pay the amount requested, then Tenant shall be entitled have the right to deduct from rent set-off such unpaid amount against the next monthly installments of Fixed Rent payable by Tenant under the this Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant within ten (10) business days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution pursuant to Section 14.7(b) below. If Tenant prevails in any such reference proceeding, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent; provided, however, in no event shall the amount offset in any month exceed an amount equal to 50% of the Basic Rent scheduled to be paid for such month.

SELF-HELP RIGHT. “TIC Affiliate” means Pathline LLCNotwithstanding anything to the contrary in Section 16.1(c)(i), The Irvine Company LLCif (A) any item of Post Delivery Base Building Work shall not have been completed by the date which is four (4) months after the Projected Completion Date for such item of Post Delivery Base Building Work, and (B) Tenant is actually delayed thereby in commencing the Tenant Initial Work in accordance with good construction practices or in prosecuting the Tenant Initial Work in accordance with good construction practices, as the case may be, or any affiliate in moving into the Premises, or subsidiary in using the Premises for the purposes permitted by Article 2, or in using the common or public areas of The Irvine Company LLC. Notwithstanding the foregoing and provided that a TIC Affiliate is no longer Landlord under this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance and/or replacement with respect to a Building pursuant to Section 7.2 above, and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such written notice, but in any event not later than 21 days after receipt of such written noticeBuilding, then Tenant may proceed to take the required action upon delivery of an additional 10 business days’ written notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of the Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by notify Landlord of Tenant’s reasonable costs and expenses in taking its intent to complete such action plus interest thereon at the rate item of 10% per annumPost Delivery Base Building Work. In the event Tenant takes If Landlord shall have failed to complete such action, and such work will affect the Building’s life safety systems, HVAC systems and/or elevator systems or the structural integrity item of the Building, Tenant shall use only those contractors used by Landlord in the Post Delivery Base Building for work on such systems unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor who normally and regularly performs similar work in Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant Work within ten (10) business days Business Days after Landlord’s the receipt of an invoice from Tenant Tenant's notice of Tenant’s costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlordintent, then Tenant may complete such item of Post Delivery Base Building Work in accordance with the then existing Base Building CD's applicable thereto (as the same may have been modified, e.g. by Change Orders, shop drawings and field conditions) and good construction practices. If Tenant undertakes to complete any item of Post Delivery Base Building Work pursuant to this Section 16.l(c)(iii), Tenant shall be entitled prosecute the same diligently and with continuity to deduct from rent payable completion, and Tenant shall use reasonable efforts not to interfere with any work then being performed in the Building by Landlord or any other Tenant. Tenant shall exercise its rights under the Leasethis Section 16.l(c)(iii) at Tenant's expense, the amount set forth in such invoice. Ifprovided, howeverthat Landlord shall reimburse Tenant, Landlord delivers to Tenant not more frequently than monthly, within ten (10) business days Business Days after receipt of Tenant’s invoice's invoice(s) therefor, a written objection for the actual, reasonable costs of completing such item of Post Delivery Base Building Work. Tenant's invoice(s) shall be accompanied by the supporting documents described in Section 16.20(d). Notwithstanding anything to the payment of such invoicecontrary in the preceding sentence, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to 's reimbursement obligation under this Section 16.3(c)(iii) shall be taken by Landlord pursuant limited to the terms aggregate amounts not previously incurred under Landlord's construction contracts and attributable to the item of Post Delivery Base Building Work in question. Any dispute about the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution pursuant to operation of this Section 14.7(b16.1(c)(iii) below. If Tenant prevails in any such reference proceeding, Tenant shall be entitled submitted to apply such award as a credit against Tenant’s obligations to pay Rent; provided, however, expedited construction arbitration in no event shall the amount offset in any month exceed an amount equal to 50% of the Basic Rent scheduled to be paid for such monthaccordance with Article 34.

SELF-HELP RIGHT. by the date which is six (6) months after the Initial Phase Target Date (the “TIC Affiliate” means Pathline LLCDrop-Dead Date”), The Irvine Company LLCsubject to Tenant Delays and Force Majeure (provided that Landlord shall use commercially reasonable efforts to mitigate the impacts of Force Majeure and promptly notify Tenant of the occurrence of the same, or any affiliate or subsidiary of The Irvine Company LLC. Notwithstanding the foregoing and provided that a TIC Affiliate is no longer Landlord under such extensions for Force Majeure shall not exceed fifteen (15) months in the aggregate), then Tenant shall have the right to either (A) terminate this Lease, if Tenant provides Lease by at least thirty (30) days’ prior written notice to Landlord of an (provided that if substantial completion occurs within such 30 day period then Tenant’s termination notice shall be null and void), or (B) substantially complete Landlord’s Work, on Landlord’s behalf, in which event or circumstance which requires the action of Landlord with respect to repair and/or maintenance and/or replacement with respect to a Building pursuant to Section 7.2 above, and Landlord fails to provide such action shall reimburse Tenant within a reasonable period of time, given the circumstances, after the receipt of such written notice, but in any event not later than 21 thirty (30) days after receipt of a reasonably detailed invoice for all reasonable costs and expenses incurred by Tenant in connection therewith. Tenant’s self-help rights under Section 3.2(f)(ii)(B) shall be exercised by Tenant only after Tenant has provided Landlord with notice of Tenant’s intention to exercise such written noticeright (which notice shall be delivered in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE SELF-HELP” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to Section 3.2(f)(ii) and Landlord’s failure to perform the specified obligation will trigger the provisions of Section 3.2(f)(ii), and Xxxxxxxx has failed to commence action to remedy the condition complained of within ten (10) days after its receipt of such notice (or if Landlord commences to do the act required within such ten (10) day period but fails to proceed diligently thereafter). The rights set forth in Section 3.2(f)(ii)(B) are personal to Replimune Group, Inc. and its Successor(s). If Landlord fails to reimburse Tenant for Xxxxxx’s costs incurred pursuant to this Section 3.2(f)(ii) within the aforementioned thirty (30) day period, then Tenant may proceed send Landlord a notice in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE OFF-SET” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to take the required action upon delivery of an additional 10 business days’ written notice this Section 3.2(f)(ii) and describing Landlord’s failure to Landlord specifying that Tenant is taking make such required action, and if such action was required under the terms of the Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable costs and expenses in taking such action plus interest thereon at the rate of 10% per annum. In the event Tenant takes such action, and such work will affect the Building’s life safety systems, HVAC systems and/or elevator systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor who normally and regularly performs similar work in Comparable Buildings. Furtherand, if Landlord does not deliver a detailed written objection Xxxxxxxx fails to reimburse Tenant within ten (10) business days after Landlord’s receipt following delivery of an invoice from Tenant of Tenant’s costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlordnotice, then Tenant shall be entitled to deduct may off-set such amounts, together with interest at the Default Rate from rent payable the date incurred by Tenant under Xxxxxx, against the Lease, the amount set forth Rent due hereunder until Xxxxxx is paid in such invoice. If, however, Landlord delivers to Tenant within ten (10) business days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution pursuant to Section 14.7(b) below. If Tenant prevails in any such reference proceeding, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent; provided, however, in no event shall the amount offset in any month exceed an amount equal to 50% of the Basic Rent scheduled to be paid for such monthfull.