Common use of Tenant’s Offset Right Clause in Contracts

Tenant’s Offset Right. If Landlord fails timely to pay any portion of Landlord’s Contribution when properly due and as to which Tenant has satisfied the Requisition Conditions, and such failure shall continue for thirty (30) days after written notice from Tenant to Landlord, then Tenant, provided no monetary or material non-monetary Event of Default of Tenant has occurred and is continuing, may deliver a second notice (an “Offset Notice”) to Landlord, which notice shall specify the Requisition that has not been timely paid, the date upon which it was sent to Landlord, and if Landlord fails to (i) send Tenant written notice which disputes that the specified Requisition (or portion thereof) of Landlord’s Contribution is due from Landlord and submitting the same to arbitration under Section 4.0 below (or if Landlord has timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 4.0 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) within such five (5) business day period, or (ii) disburse the amount expressly referenced in the Offset Notice within five (5) business days, then Tenant shall have the right to have such unpaid amount credited against the next installment(s) of Annual Fixed Rent thereafter due under this Lease, until such sums due Tenant have been fully paid by Landlord or fully credited and accounted for, provided however, that the amount so offset by Tenant in any calendar month shall not exceed twenty-five (25%) percent of the amount of the monthly installment of Annual Fixed Rent payable by Tenant to Landlord with respect to such calendar month. Any amounts for which Landlord fails to timely reimburse Tenant under this Section 1.1 shall bear interest at the Default Interest Rate, as defined in Section 16.21 of the Lease from the date due until the date paid. Any disputes arising under this Section 3.0 shall be submitted to arbitration under Section 4.0 of this Exhibit B, and the arbitrator’s decision shall be conclusive and binding on the parties.

Tenant’s Offset Right. If Notwithstanding anything to the contrary contained herein, in the event that the Tenant Improvement Allowance required to be paid by Landlord fails timely to pay in accordance with the terms of this Tenant Work Letter or any portion thereof, is not timely paid when due (provided that all applicable conditions for the payment of Landlord’s Contribution when properly due and as to which Tenant has satisfied the Requisition Conditionsany such amounts set forth herein have been fully satisfied), and such failure shall continue for thirty twenty (3020) business days after following Landlord’s receipt of Tenant’s written notice from Tenant to Landlord, then Tenant, provided no monetary or material non-monetary Event of Default of Tenant has occurred and is continuing, may deliver a second notice (an “Offset Notice”) to Landlord, which notice shall specify the Requisition that has not been timely paid, the date upon which it was sent to Landlord, and if Landlord fails to (i) send Tenant written notice which disputes that the specified Requisition (or portion thereof) of Landlord’s Contribution is due from Landlord and submitting the same to arbitration under Section 4.0 below (or if Landlord has timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 4.0 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) within such five (5) business day period, or (ii) disburse the amount expressly referenced in the Offset Notice within five (5) business days, then Tenant shall have be entitled to deduct from Rent next payable by Tenant under the right to have such unpaid amount credited against the next installment(s) of Annual Fixed Rent thereafter due under this Lease, until such sums due Tenant have been fully paid by Landlord or fully credited and accounted for, provided however, that Lease the amount so offset paid by Tenant in together with interest thereon, at the Interest Rate, during the period from and after the date Tenant accurately notifies Landlord that such amount should have been to Tenant through and including the earlier of (A) the date Landlord reimburses Tenant for such amount and (B) the date that Tenant deducts from Rent such amount; provided, however, if within such 20 business-day period Landlord notifies Tenant that Landlord disputes Tenant’s claim that Landlord failed to timely disburse any calendar month portion of the Tenant Improvement Allowance, then Tenant shall not exceed twenty-five (25%) percent be entitled to such offset, and the dispute shall be resolved pursuant to the arbitration provisions in Section 29.29 of the Lease. If the dispute is resolved in favor of Tenant in such arbitration proceeding, then Tenant shall be entitled to offset against the Rent payable under the Lease such undisbursed amount of the monthly installment of Annual Fixed Rent payable Tenant Improvement Allowance so paid by Tenant to Landlord and which the arbitration panel determined should have been disbursed by Landlord, together with respect to such calendar month. Any amounts for which Landlord fails to timely reimburse Tenant under this Section 1.1 shall bear interest thereon, at the Default Interest Rate, as defined in Section 16.21 of the Lease from the date due until Landlord was obligated to pay such amount (based upon the date paid. Any disputes arising under this Section 3.0 shall be submitted Tenant first accurately notified Landlord that such amount should have been paid EXHIBIT D [Electronic Arts] to arbitration under Section 4.0 Tenant) through and including the earlier of this Exhibit B, (1) the date Landlord reimburses Tenant for such amount and (2) the arbitrator’s decision shall be conclusive and binding on the partiesdate that Tenant deducts from Rent such amount.

Tenant’s Offset Right. If Landlord fails timely to pay any 50.01 Any portion of Landlord’s Contribution the Work Allowance payable by Landlord to Tenant or expense incurred by Tenant in exercising its self-help rights expressly provided in Section 4.01(a) which expense is reimbursable by Landlord to Tenant, in either case which is not paid when properly due and as to which Tenant has satisfied hereunder shall accrue interest at the Requisition Conditions, and such failure shall continue for Prime Rate from the date that is thirty (30) days after following Tenant’s written notice from to Landlord of such non-payment until payment is received by Tenant. Landlord and Tenant further agree that if Tenant shall deliver to LandlordLandlord a written notice claiming that Landlord failed to pay any amount required to be paid by Landlord to Tenant pursuant to this Lease within the time periods prescribed herein for such payment, then Landlord may at any time following receipt of such notice initiate an arbitration proceeding as described in Article 49 with respect to such claim by Tenant, provided no monetary or material non-monetary Event of Default of . If it is finally determined pursuant to such arbitration proceeding that Tenant has occurred and is continuing, may deliver a second notice (an “Offset Notice”) entitled to Landlord, which notice shall specify the Requisition that has not been timely paid, the date upon which it was sent to Landlord, and if Landlord fails to (i) send Tenant written notice which disputes that the specified Requisition (or portion thereof) of Landlord’s Contribution is due payment from Landlord and submitting the same to arbitration under Section 4.0 below (or if for any amount that Landlord has timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 4.0 and has thereafter failed to pay Tenant pursuant to this Lease within the time periods prescribed herein, and Landlord shall fail to pay such amount of any final, unappealable arbitration award against Landlord to Tenant within thirty (30) days after the issuance thereof) within such five (5) business day period, or (ii) disburse the amount expressly referenced in the Offset Notice within five (5) business daysfinal determination, then Tenant shall have the right to have such unpaid amount credited may be offset against the next installment(sinstallment of basic rent and recurring additional rent and other amounts then due Landlord hereunder until such unpaid amounts have been either fully offset or paid by Landlord. The foregoing terms shall be binding upon any purchaser or transferee of the Land and/or the Building (and any successor to Landlord’s interest in this Lease) regardless of whether the same relate to matters occurring prior to such purchase or transfer, and upon any mortgagee or ground lessor, regardless of whether the same relate to matters occurring prior to the date of the mortgage or ground lease (as applicable) of Annual Fixed Rent thereafter due under this Leasesuch mortgagee or ground Lessor, until such sums due Tenant have been fully paid by Landlord or fully credited and accounted for, provided however, that prior to the amount so offset by Tenant date of the exercise or enforcement of any rights or remedies thereunder or in any calendar month shall not exceed twenty-five way relating thereto (25%) percent including any foreclosure or deed in lieu of the amount of the monthly installment of Annual Fixed Rent payable by Tenant to Landlord with respect to such calendar month. Any amounts for which Landlord fails to timely reimburse Tenant under this Section 1.1 shall bear interest at the Default Interest Rate, as defined in Section 16.21 of the Lease from the date due until the date paid. Any disputes arising under this Section 3.0 shall be submitted to arbitration under Section 4.0 of this Exhibit B, and the arbitrator’s decision shall be conclusive and binding on the partiesforeclosure).

Tenant’s Offset Right. If Landlord fails timely to pay any portion of Landlord’s Contribution when properly due and as to which Tenant Xxxxxx has satisfied the Requisition Conditionsrequisition conditions, and such failure shall continue for thirty (30) days after written notice from Tenant to Landlord, then Tenant, provided no monetary or material non-monetary Event of Default of Tenant has occurred and is continuing, may deliver a second notice (an “Offset Notice”) to Landlord, which notice shall specify the Requisition requisition that has not been timely paid, the date upon which it was sent to Landlord, and if Landlord fails to (i) send Tenant written notice which disputes that the specified Requisition requisition (or portion thereof) of Landlord’s Contribution is due from Landlord and submitting the same to arbitration under Section 4.0 16.32 below (or if Landlord has timely disputed Tenant’s Xxxxxx's demand, has submitted such dispute to arbitration in accordance with said Section 4.0 16.32 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) within such five (5) business day period, or (ii) disburse the amount expressly referenced in the Offset Notice within five (5) business days, then Tenant shall have the right to have such unpaid amount credited against the next installment(s) of Annual Fixed Rent thereafter due under this Lease, until such sums due Tenant have been fully paid by Landlord or fully credited and accounted for, provided however, that the amount so offset by Tenant in any calendar month shall not exceed twenty-five (25%) percent of the amount of the monthly installment of Annual Fixed Rent payable by Tenant to Landlord with respect to such calendar month. Any amounts for which Landlord fails to timely reimburse Tenant under this Section 1.1 4.3 shall bear interest at the Default Interest Rate, as defined rate of interest set forth in Section 16.21 of the Lease hereof from the date due until the date paid. Any disputes arising under this Section 3.0 4.3 shall be submitted to arbitration under Section 4.0 of this Exhibit B16.32 hereof, and the arbitrator’s decision shall be conclusive and binding on the parties.