Common use of Approval and Completion Clause in Contracts

Approval and Completion. If any dispute regarding the design of any portion of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance (as defined in Section 5(a) below), and (iii) Tenant’s decision will not affect the structural components of the Building or any Building Systems. Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.

Approval and Completion. If It is hereby acknowledged by Landlord and Tenant that the TI Construction Drawings must be completed and approved not later than March 31, 2006, in order for the Landlord’s Work to be Substantially Complete by the Target Completion Date. Upon any dispute regarding the design of any portion of the Tenant Improvements Improvements, which is not settled within 10 5 business days after notice of such dispute is delivered by one party to the other, Tenant may shall make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance Fund (as defined in Section 5(a5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building Systemssystems in which case Landlord shall make the final decision. Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein; provided, Landlord however, that Tenant shall have the no right to make final decisions, request any changes which would result in Landlord’s sole the Tenant Improvements costing more than the Tl Allowance to be received by Tenant unless the Escrow Account is established pursuant to Section 5(d) hereof and absolute subjective discretion, with respect to matters concerning Tenant deposits the exterior components, site work, façade or other structural components of the Building or any Building SystemExcess TI Costs into such Escrow Account.

Approval and Completion. If Landlord shall not commence construction of the Tenant Improvements until Tenant has approved the TI Construction Drawings and the Budget for the Tenant Improvements pursuant to Subsection (c) above. It is hereby acknowledged by Landlord and Tenant that the TI Construction Drawings and the Budget must be completed and approved not later than December 11, 2020, in order for the Landlord's Work to be Substantially Complete by the Target Commencement Date (as defined in the Lease). Any delay to that schedule due to changes or comments to the TI Construction Drawings and the Budget requested by Tenant, due to value engineering or otherwise, will be a Tenant Delay. Upon any dispute regarding the design of any portion of the Tenant Improvements Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s 's and Tenant’s 's positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance Fund (as defined in Section 5(a5(d) below), and (iii) Tenant’s 's decision will not affect the structural components of the Building Structural Items or any Building SystemsSystems or the project schedule, or if it does affect the project schedule the same shall be deemed a Tenant Delay as determined by Landlord. Any changes to the TI Construction Drawings following Landlord’s 's and Tenant’s 's approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.

Approval and Completion. If It is hereby acknowledged by Landlord and Tenant that (i) the permit set of TI Construction Drawings for the Initial Fifth Expansion Premises must be completed and approved no later than May 1, 2017, in order for the Landlord’s Work in the Initial Fifth Expansion Premises to be Substantially Completed by the Target Initial Fifth Expansion Premises Commencement Date (as defined in the Sixth Amendment) and (ii) the permit set of TI Construction Drawings for the Subsequent Fifth Expansion Premises must be completed and approved no later than August 15, 2017, for Landlord’s Work in the Subsequent Fifth Expansion Premises to be Substantially Completed by the Target Subsequent Fifth Expansion Premises Commencement Date (as defined in the Sixth Amendment). Upon any dispute regarding the design of any portion of the Tenant Improvements Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance Fund (as defined in Section 5(a5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building Systems. Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained hereinin this Fifth Expansion Premises Work Letter, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components any failure of the Building permit set of TI Construction Drawings for the Initial Fifth Expansion Premises to be completed and approved by May 1, 2017, or any Building Systemfailure of the permit set of TI Construction Drawings for the Subsequent Fifth Expansion Premises to be completed and approved by August 15, 2017, shall constitute a Tenant Delay.

Approval and Completion. Landlord and Tenant hereby acknowledge ----------------------- that (i) the Building Construction Drawings must be completed and approved not later than December 31, 1999, in order for the Building Work to be "Substantially Complete" (as defined in Section 5.3) by the Target Commencement ----------- Date, and (ii) the Greenhouse Construction Drawings must be completed and approved not later than December 31, 1999, in order for the Greenhouse to be Substantially Complete by the Target Commencement Date (the Building Construction Drawings and the Greenhouse Construction Drawings may be referred to collectively as the "Construction Drawings"). If there is any dispute regarding the design of any portion of the Tenant Improvements Building Work or the Greenhouse that is not settled within 10 5 business days after notice Notice of such dispute is delivered by one party to the other, Tenant may (x) Landlord shall have the right to make the final decision regarding if the dispute concerns the design of disputed portion the Base Building Work, provided Landlord acts reasonably and such final decision is either consistent with or a reasonable compromise between Landlord's and Tenant's positions with respect to such dispute, and (y) Tenant shall have the right to make the final decision if the dispute concerns the design of the Tenant ImprovementsImprovements or the Greenhouse, provided (i) Tenant acts reasonably and such final decision is either consistent with or a reasonable compromise between Landlord’s 's and Tenant’s 's positions with respect to such dispute, (ii) that all . All costs and expenses resulting from any such final decision by Tenant with respect to the Building Work shall be payable out of the TI Allowance "Building Fund" (as defined in Section 5(a7.5) below), and (iii) Tenant’s resulting from any final decision will not affect with ----------- respect to the structural components Greenhouse shall be payable out of the Building or any Building Systems"Greenhouse Fund" (as defined in Section 7.8). Any changes to the TI Construction Drawings requested by ----------- Tenant following Landlord’s 's and Tenant’s 's approval of same requested by Tenant shall be processed as provided in Section 4 6 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.---------

Approval and Completion. Landlord and Tenant hereby acknowledge that Q) ----------------------- the Building Construction Drawings must be completed and approved not later than December 31,1999, in order for the Building Work to be "SUBSTANTIALLY COMPLETE" (as defined in Section 5.3) by the Target Commencement Date, and (ii) the Greenhouse Construction Drawings must be completed and approved not later than December 31, 1999, in order for the Greenhouse to be Substantially Complete by the Target Commencement Date (the Building Construction Drawings and the Greenhouse Construction Drawings may be referred to collectively as the "CONSTRUCTION DRAWINGS"). If there is any dispute regarding the design of any portion of the Tenant Improvements Building Work or the Greenhouse that is not settled within 10 5 business days after notice Notice of such dispute is delivered by one party to the other, Tenant may (x) Landlord shall have the right to make the final decision regarding if the dispute concerns the design of disputed portion the Base Building Work, provided Landlord acts reasonably and such final decision is either consistent with or a reasonable compromise between Landlord's and Tenant's positions with respect to such dispute, and (y) Tenant shall have the right to make the final decision if the dispute concerns the design of the Tenant ImprovementsImprovements or the Greenhouse, provided (i) Tenant acts reasonably and such final decision is either consistent with or a reasonable compromise between Landlord’s 's and Tenant’s 's positions with respect to such dispute, (ii) that all . All costs and expenses resulting from any such final decision by Tenant with respect to the Building Work shall be payable out of the TI Allowance "BUILDING FUND" (as defined in Section 5(a7.5) below), and (iii) Tenant’s resulting from any final decision will not affect with respect to the structural components Greenhouse shall be payable out of the Building or any Building Systems"GREENHOUSE FUND" (as defined in Section 7.8). Any changes to the TI Construction Drawings requested by Tenant following Landlord’s 's and Tenant’s 's approval of same requested by Tenant shall be processed as provided in Section 4 6 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.

Approval and Completion. If It is hereby acknowledged by Landlord and Tenant that (x) TI Construction Drawings are not required on connection with Landlord’s Work being performed in the Initial Premises, and (y) the TI Construction Drawings for Landlord’s Work in the Subsequent Premises must be completed and approved not later than February 15, 2018, in order for the Landlord’s Work in the Subsequent Premises to be Substantially Complete by the Subsequent Premises Target Commencement Date (as defined in the Lease). Upon any dispute regarding the design of any portion of the Tenant Improvements Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance Fund (as defined in Section 5(a5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building Systemssystems. Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.

Approval and Completion. If any dispute regarding the design of any portion of the Tenant Improvements is not settled within 10 business days after written notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either reasonably consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses incurred by Tenant resulting from any such decision by Tenant shall be payable out of the TI Tenant Improvement Allowance or the Additional Tenant Improvement Allowance (as such terms are defined in Section 5(a5(b) below)) to the extent that such dispute relates to the Tenant Improvements, and shall be payable out of the Warm Shell Improvement Allowance (as such term is defined in Section 5(b) below) to the extent the dispute relates to the Warm Shell Improvements, and (iii) Tenant’s decision will not materially affect the base Building, structural components of the Building or any Building Systemssystems (in which case Landlord shall make the final decision, the approval of which shall not be unreasonably withheld, delayed or conditioned). Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.