Common use of Sublandlord's Approval Clause in Contracts

Sublandlord's Approval. (i) Prior to commencement of any such work, Subtenant will submit to Sublandlord for Sublandlord's review and approval (A) the schedule of contractors and subcontractors whom Subtenant intends to engage to perform the initial Subtenant Improvements, (B) the plans and specifications for Subtenant's Initial Improvements, and (C) the construction contract which Subtenant intends to enter into with Subtenant's general contractor for the construction of the initial Subtenant Improvements (the pricing for the scope of the work covered by such construction contract must contain sufficient detail to allow Sublandlord to determine line item costs associated with major trades [mechanical, electrical, plumbing, lighting, paint, carpet, etc.] in order for Sublandlord to calculate associated costs on a "per rentable square foot" basis). Following Sublandlord's approval of the foregoing, Subtenant will submit to Sublandlord for Sublandlord's review and approval all change orders to such construction contract which materially change the scope of work under such construction contract. Subtenant expressly acknowledges that Sublandlord will withhold consent to (x) any build-out plan which does not include the construction of Subtenant Improvements to a first-class level (described below), in all of the Subleased Premises (i.e., Subtenant will not be permitted to "warehouse" a portion of the Subleased Premises or otherwise leave any portion of the Subleased Premises unimproved or under-improved) or (y) any scope of work in Subtenant's construction contract which does not describe the build-out of the entire Subleased Premises on a first-class level (including, without limitation, the following: the Subleased Premises shall have been improved with a drop ceiling, all necessary HVAC ductwork and systems will be operational, all improvements will be completed to the extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be finished appropriately for similar first-class space in the vicinity of the Building (i.e., sheetrock taped, sanded and painted or otherwise covered, carpet or appropriate floor covering installed), or (z) any change order which Subtenant proposes which, in Sublandlord's good faith opinion, reduces the scope of the initial Subtenant Improvements such that less than the entire Subleased Premises is built out to a first-class level. If Sublandlord so disapproves such a change order, Subtenant will not enter into such change order and the construction of the Subtenant Improvements will be carried out without the revisions in scope described in such change order. If Sublandlord reasonably determines that Subtenant has violated the provisions of the immediately preceding sentence or otherwise reduced the scope of the initial Subtenant Improvements such that the entire Subleased Premises will not be built out at a first class level, then in addition to any other rights which may be available to Sublandlord, Sublandlord will have the right to stop disbursement of the Allowance until such violation is cured or Subtenant otherwise demonstrates to Sublandlord that the scope of Subtenant's work has not been so diminished. (ii) Sublandlord will approve or disapprove Subtenant's proposed plans for the initial Subtenant improvements within ten (10) business days following receipt of same. If Sublandlord fails to respond to Subtenant's request for approval of Subtenant's plans in writing within seven (7) business days after delivery of Subtenant's request, Subtenant may send a second notice to Sublandlord, which notice must contain the following disclaimer in bold face, capitalized type: "NOTICE—SECOND REQUEST FOR CONSENT PURSUANT TO SECTION 16.2 OF SUBLEASE—FAILURE TO TIMELY RESPOND MAY RESULT IN DEEMED APPROVAL OF ALTERATIONS." If Sublandlord fails to respond in writing within three (3) business days after delivery of such second notice, the plans shall be deemed approved by Sublandlord (but shall still be subject to the approval of Landlord). (iii) Subtenant expressly acknowledges that Landlord or Sublandlord may require Subtenant to remove some or all of the Subtenant Improvements at the expiration or sooner termination of the Term and Subtenant shall be notified of such obligation in accordance with Section 12.D of the Original Master Lease; notwithstanding the foregoing, if Landlord does not require the removal of a specific Subtenant Improvement, Sublandlord will not require the removal of such Subtenant Improvement, unless (i) Subtenant does not exercise its Option to Extend, and (ii) in Sublandlord's good faith determination, such Subtenant Improvement is not typical for a normal class "A" office build-out (by way of example, but not by way of limitation, such Subtenant Improvement features an oversized data center, cafeteria, fitness center, or specialized improvements which are not amenable to reuse or re-lease by future occupants). Promptly following the completion of any Subtenant Improvements or subsequent alterations or additions by or on behalf of Subtenant, Subtenant will deliver to Sublandlord a reproducible copy of "as built" drawings of such work together with a CAD file of the "as-built" drawings in the then-current version of AutoCad. All further alterations to the Subleased Premises by Subtenant shall comply with the terms of Section 12 of the Original Master Lease, subject to Section 8.6(iii) of this Sublease.

Sublandlord's Approval. (i) Prior to commencement of any such work, Subtenant will submit to Sublandlord for Sublandlord's review and approval (A) the schedule of contractors and subcontractors whom Subtenant intends to engage to perform the initial Subtenant Improvements, (B) the plans and specifications for Subtenant's Initial Improvements, and (C) the construction contract which Subtenant intends to enter into with Subtenant's general contractor for the construction of the initial Subtenant Improvements (the pricing for the scope of the work covered by such construction contract must contain sufficient detail to allow Sublandlord to determine line item costs associated with major trades [mechanical, electrical, plumbing, lighting, paint, carpet, etc.] in order for Sublandlord to calculate associated costs on a "per rentable square foot" basis). Following Sublandlord's approval of the foregoing, Subtenant will submit to Sublandlord for Sublandlord's review and approval all change orders to such construction contract which materially change the scope of work under such construction contract. Subtenant expressly acknowledges that Sublandlord will withhold consent to (x) any build-out plan which does not include the construction of Subtenant Improvements to a first-class level (described below), in all of the Subleased Premises (i.e., Subtenant will not be permitted to "warehouse" a portion of the Subleased Premises or otherwise leave any portion of the Subleased Premises unimproved or under-improved) or (y) any scope of work in Subtenant's construction contract which does not describe the build-out of the entire Subleased Premises on a first-class level (including, without limitation, the following: the Subleased Premises shall have been improved with a drop ceiling, all necessary HVAC ductwork and systems will be operational, all improvements will be completed to the extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be finished appropriately for similar first-class space in the vicinity of the Building (i.e., sheetrock taped, sanded and painted or otherwise covered, carpet or appropriate floor covering installed), or (z) any change order which Subtenant proposes which, in Sublandlord's good faith opinion, reduces the scope of the initial Subtenant Improvements such that less than the entire Subleased Premises is built out to a first-class level. If Sublandlord so disapproves such a change order, Subtenant will not enter into such change order and the construction of the Subtenant Improvements will be carried out without the revisions in scope described in such change order. If Sublandlord reasonably determines that Subtenant has violated the provisions of the immediately preceding sentence or otherwise reduced the scope of the initial Subtenant Improvements such that the entire Subleased Premises will not be built out at a first class level, then in addition to any other rights which may be available to Sublandlord, Sublandlord will have the right to stop disbursement of the Allowance until such violation is cured or Subtenant otherwise demonstrates to Sublandlord that the scope of Subtenant's work has not been so diminished. (ii) Sublandlord will approve or disapprove Subtenant's proposed plans for the initial Subtenant improvements within ten (10) business days following receipt of same. If Sublandlord fails to respond to Subtenant's request for approval of Subtenant's plans in writing within seven (7) business days after delivery of Subtenant's request, Subtenant may send a second notice to Sublandlord, which notice must contain the following disclaimer in bold face, capitalized type: "NOTICE—SECOND REQUEST FOR CONSENT PURSUANT TO SECTION 16.2 OF SUBLEASE—FAILURE TO TIMELY RESPOND MAY RESULT IN DEEMED APPROVAL OF ALTERATIONS." If Sublandlord fails to respond in writing within three (3) business days after delivery of such second notice, the plans shall be deemed approved by Sublandlord (but shall still be subject to the approval of Landlord). (iii) Subtenant expressly acknowledges that Landlord or Sublandlord may require Subtenant to remove some or all of the Subtenant Improvements at the expiration or sooner termination of the Term and Subtenant shall be notified of such obligation in accordance with Section 12.D of the Original Master Lease; notwithstanding the foregoing, if Landlord does not require the removal of a specific Subtenant Improvement, Sublandlord will not require the removal of such Subtenant Improvement, unless (i) Subtenant does not exercise its Option to Extend, and (ii) in Sublandlord's good faith determination, such Subtenant Improvement is not typical for a normal class "A" office build-out (by way of example, but not by way of limitation, such Subtenant Improvement features an oversized data center, cafeteria, fitness center, or specialized improvements which are not amenable to reuse or re-lease by future occupants). Promptly following the completion of any Subtenant Improvements or subsequent alterations or additions by or on behalf of SubtenantImprovements, Subtenant will deliver to Sublandlord a reproducible copy of "as built" drawings of such work together with a CAD file of the "as-built" drawings in the then-current version of AutoCad. All further alterations to the Subleased Premises by Subtenant Improvements shall comply with the terms of Section 12 of the Original Master Lease, subject to Section 8.6(iii8.6(c) of this Sublease.

Sublandlord's Approval. (i) Prior The Construction Documents shall be subject to commencement of any such workSublandlord’s and Master Landlord’s approval, Subtenant will submit which shall not be unreasonably withheld or conditioned subject to Sublandlord for Sublandlord's review and approval (A) the schedule of contractors and subcontractors whom Subtenant intends to engage to perform the initial Subtenant Improvements, (B) the plans and specifications for Subtenant's Initial Improvements, and (C) the construction contract which Subtenant intends to enter into with Subtenant's general contractor for the construction terms of the initial Subtenant Improvements Master Lease. Within ten (the pricing for the scope 10) business days after delivery of a complete set of the work covered by such construction contract must contain sufficient detail to allow Sublandlord to determine line item costs associated with major trades [mechanical, electrical, plumbing, lighting, paint, carpet, etc.] in order for Sublandlord to calculate associated costs on a "per rentable square foot" basis). Following Sublandlord's approval of the foregoing, Subtenant will submit to Sublandlord for Sublandlord's review and approval all change orders to such construction contract which materially change the scope of work under such construction contract. Subtenant expressly acknowledges that Sublandlord will withhold consent to (x) any build-out plan which does not include the construction of Subtenant Improvements to a first-class level (described below), in all of the Subleased Premises (i.e., Subtenant will not be permitted to "warehouse" a portion of the Subleased Premises or otherwise leave any portion of the Subleased Premises unimproved or under-improved) or (y) any scope of work in Subtenant's construction contract which does not describe the build-out of the entire Subleased Premises on a first-class level (including, without limitation, the following: the Subleased Premises shall have been improved with a drop ceiling, all necessary HVAC ductwork and systems will be operational, all improvements will be completed to the extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be finished appropriately for similar first-class space in the vicinity of the Building (i.e., sheetrock taped, sanded and painted or otherwise covered, carpet or appropriate floor covering installed), or (z) any change order which Subtenant proposes which, in Sublandlord's good faith opinion, reduces the scope of the initial Subtenant Improvements such that less than the entire Subleased Premises is built out to a first-class level. If Sublandlord so disapproves such a change order, Subtenant will not enter into such change order and the construction of the Subtenant Improvements will be carried out without the revisions in scope described in such change order. If Sublandlord reasonably determines that Subtenant has violated the provisions of the immediately preceding sentence or otherwise reduced the scope of the initial Subtenant Improvements such that the entire Subleased Premises will not be built out at a first class level, then in addition to any other rights which may be available Construction Documents to Sublandlord, Sublandlord will have the right to stop disbursement shall, in writing, either approve such Construction Documents or notify Subtenant of the Allowance until specific item(s) of such violation is cured Construction Documents of which Sublandlord disapproves and a detailed description of the reason(s) for such disapproval. If Sublandlord fails to deliver its approval or Subtenant otherwise demonstrates to Sublandlord that the scope of Subtenant's work has not been so diminished. disapproval within such ten (ii10) business days, Sublandlord will approve or disapprove Subtenant's proposed plans for be deemed to have approved the initial Subtenant improvements Construction Documents. If Sublandlord disapproves any of the Construction Documents, within ten (10) business days following after receipt of sameSublandlord’s disapproval notice, Subtenant shall revise and resubmit same to Sublandlord for approval, which approval shall not be unreasonably withheld or conditioned (the “Revised Construction Documents”). If Sublandlord fails to does not respond to Subtenant's request for approval of Subtenant's plans in writing the Construction Documents or the Revised Construction Documents within seven ten (710) business days after delivery receipt of Subtenant's requestsame, Subtenant may send a second notice to Sublandlord, which notice must contain the following disclaimer in bold face, capitalized type: "NOTICE—SECOND REQUEST FOR CONSENT PURSUANT TO SECTION 16.2 OF SUBLEASE—FAILURE TO TIMELY RESPOND MAY RESULT IN DEEMED APPROVAL OF ALTERATIONS." If Sublandlord fails to respond in writing within three (3) business days after delivery of such second notice, the plans drawings shall be deemed approved by as most recently submitted. The above process shall be repeated until such time as Sublandlord (but shall still be subject has approved or is deemed to have approved the Revised Construction Documents. Sublandlord agrees to use its best efforts to conclude final preparation and approval of Landlord). the Revised Construction Documents within thirty (iii30) Subtenant expressly acknowledges that Landlord or Sublandlord may require days after the date on which the Construction Documents are initially submitted by Subtenant to remove some or all of the Subtenant Improvements at the expiration or sooner termination of the Term and Subtenant shall be notified of such obligation in accordance with Section 12.D of the Original Master Lease; notwithstanding the foregoing, if Landlord does not require the removal of a specific Subtenant Improvement, Sublandlord will not require the removal of such Subtenant Improvement, unless (i) Subtenant does not exercise its Option to Extend, and (ii) in Sublandlord's good faith determination, such Subtenant Improvement is not typical for a normal class "A" office build-out (by way of example, but not by way of limitation, such Subtenant Improvement features an oversized data center, cafeteria, fitness center, or specialized improvements which are not amenable to reuse or re-lease by future occupants). Promptly following the completion of any Subtenant Improvements or subsequent alterations or additions by or on behalf of Subtenant, Subtenant will deliver to Sublandlord a reproducible copy of "as built" drawings of such work together with a CAD file of the "as-built" drawings in the then-current version of AutoCad. All further alterations to the Subleased Premises by Subtenant shall comply with the terms of Section 12 of the Original Master Lease, subject to Section 8.6(iii) of this Sublease.