Common use of DELAYED COMPLETION Clause in Contracts

DELAYED COMPLETION. (a) If at Completion the Joint Venture Seller is not in a position to transfer the Joint Venture Interest or the Joint Venture Contracts to the Joint Venture Purchaser because the consents and agreements referred to in Clause 14.1(b)) have not been obtained, the transfer of the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP shall be deferred, whereupon the provisions of Clauses 14.2 and 14.3 (Exclusion of Joint Venture Interest) shall apply in relation to the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP and the completion of their transfer (Delayed Completion) and Completion shall take place in relation to the Business Assets and the Shares. (b) Delayed Completion shall take place on such date as may be agreed between ICI and the Purchaser following notification by the Purchaser to ICI that the consents and agreements referred to in Clause 14.1(b) have been obtained (and, in any event, within 10 Business Days thereafter (the Delayed Completion Date), Back to Contents (c) On the Delayed Completion Date, completion of the transfer of the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP shall take place in accordance with Clause 14.2 and Schedule 3 (Completion Arrangements), insofar as they relate to the Joint Venture Interest, which shall apply to such completion as if the Delayed Completion Date were the Completion Date but, for the avoidance of doubt, none of the Initial Payment attributable to the Joint Venture Interest shall be payable on the Delayed Completion Date. (d) ICI shall, subject to Clause 14.3 (Exclusion of Joint Venture Interest), remain subject to a continuing obligation to transfer the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP and the provisions of Clause 8 (Conduct until Completion) shall continue to apply in relation to the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP until such time as Delayed Completion shall have taken place, or the transfer obligations shall have terminated in accordance with Clause 14.3 (Exclusion of Joint Venture Interest).

DELAYED COMPLETION. (a) Landlord shall diligently attempt to cause Landlord’s Work to be Substantially Completed on or before the Target Completion Date. Notwithstanding anything to the contrary, if, but only to the extent that, any Tenant’s Delay causes a delay in the Landlord’s Work, then Target Completion Date and the Substantial Completion Date shall be deemed to be the dates when the Target Completion Dates and the Substantial Completion Dates, as the case may be, would have occurred but for such Tenant’s Delay. Any delay claimed by Landlord shall be substantiated in writing and accompanied by a statement as to the number of days of Tenant’s Delay, which notice of delay shall be delivered within five (5) Business Days after the extent of the Tenant’s Delay is reasonably ascertainable. If at Completion Landlord and Tenant dispute the Joint Venture Seller is not in existence of a position to transfer the Joint Venture Interest Tenant’s Delay or the Joint Venture Contracts to the Joint Venture Purchaser because the consents and agreements referred to in Clause 14.1(b)) have not been obtainednumber of days resulting from a Tenant’s Delay, the transfer of the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP such dispute shall be deferred, whereupon resolved by the provisions of Clauses 14.2 and 14.3 (Exclusion of Joint Venture Interest) shall apply in relation to the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP and the completion of their transfer (Delayed Completion) and Completion shall take place in relation to the Business Assets and the SharesArbitrator. (bi) Delayed If Substantial Completion shall take place on such date as may be agreed between ICI and the Purchaser following notification not have occurred by the Purchaser to ICI that the consents and agreements referred to in Clause 14.1(b) have been obtained (and, in any event, within 10 Business Days thereafter (the Delayed Completion Date), Back to Contents (c) On the Delayed Target Completion Date, completion other than by reason of a Tenant Delay or Unavoidable Delay, then, in addition to all of Tenant’s other rights and remedies, the following shall apply (each day following the Target Completion Date until Substantial Completion shall occur is referred to herein as the “Delivery Delay Period”): (a) if the Delivery Delay Period shall consist of sixty (60) or fewer days, then Tenant shall be entitled to a Rent abatement equal to one (1) day for each day of the transfer Delivery Delay Period; and (b) if the Delivery Delay Period shall consist of more than sixty (60) days, then (in addition to the abatement described in clause (a) of this Section for the initial sixty (60) day period) Tenant shall be entitled to a Rent abatement equal to two (2) days for each day of the Joint Venture Interest, Delivery Delay Period after the Joint Venture Contracts and the Joint Venture IP shall take place in accordance with Clause 14.2 and Schedule 3 sixtieth (Completion Arrangements), insofar as they relate to the Joint Venture Interest, which shall apply to such completion as if the Delayed Completion Date were the Completion Date but, for the avoidance of doubt, none of the Initial Payment attributable to the Joint Venture Interest shall be payable on the Delayed Completion Date60th) day. (dii) ICI shall, subject to Clause 14.3 (Exclusion Regardless of Joint Venture Interestwhether or not Substantial Completion has occurred by the Target Completion Date and regardless of whether Tenant receives any Rent abatement under Sections 22.4(b)(i), remain subject in addition to all of Tenant’s other rights and remedies, if Tenant is prevented in any way from using or occupying the Premises (either to perform construction or for the conduct of its business) by reason of any cause within the control of Landlord, or resulting from any negligent or willful acts of Landlord or any Landlord Representative, the following shall apply (each day that Tenant is prevented from using or occupying the Premises due to the provisions herein is referred to herein as the “LL Delay Period”): (a) if the LL Delay Period shall consist of sixty (60) or fewer days, then Tenant shall be entitled to a continuing obligation Rent abatement equal to transfer one (1) day for each day of the Joint Venture InterestLL Delay Period; and (b) if the Delivery Delay Period shall consist of more than sixty (60) days, the Joint Venture Contracts and the Joint Venture IP and the provisions of Clause 8 then (Conduct until Completion) shall continue to apply in relation addition to the Joint Venture Interest, abatement described in clause (a) of this Section for the Joint Venture Contracts and initial sixty (60) day period) Tenant shall be entitled to a Rent abatement equal to two (2) days for each day of the Joint Venture IP until such time as Delayed Completion shall have taken place, or LL Delay Period after the transfer obligations shall have terminated in accordance with Clause 14.3 sixtieth (Exclusion of Joint Venture Interest)60th) day.

DELAYED COMPLETION. (a) Landlord shall diligently attempt to cause Landlord’s Work to be Substantially Completed on or before the Target Completion Date. Notwithstanding anything to the contrary, if, but only to the extent that, any Tenant’s Delay causes a delay in the Landlord’s Work, then the Target Completion Date and the Substantial Completion Date shall be deemed to be the date(s) when the Target Completion Date and the Substantial Completion Date, as the case may be, would have occurred but for such Tenant’s Delay. Any delay claimed by Landlord shall be substantiated in writing and accompanied by a statement as to the number of days of Tenant’s Delay, which notice of delay shall be delivered within five (5) Business Days after the extent of the Tenant’s Delay is reasonably ascertainable, If at Completion Landlord and Tenant dispute the Joint Venture Seller is not in existence of a position to transfer the Joint Venture Interest Tenant’s Delay or the Joint Venture Contracts to the Joint Venture Purchaser because the consents and agreements referred to in Clause 14.1(b)) have not been obtainednumber of days resulting from a Tenant’s Delay, the transfer of the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP such dispute shall be deferred, whereupon resolved by the provisions of Clauses 14.2 and 14.3 (Exclusion of Joint Venture Interest) shall apply in relation to the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP and the completion of their transfer (Delayed Completion) and Completion shall take place in relation to the Business Assets and the SharesArbitrator. (b) Delayed Completion shall take place If Landlord fails to Substantially Complete Landlord’s Work (i) on such date as may be agreed between ICI and or prior to the Purchaser following notification by sixtieth (60th) day after the Purchaser to ICI that the consents and agreements referred to in Clause 14.1(b) have been obtained (and, in any event, within 10 Business Days thereafter (the Delayed Completion Date), Back to Contents (c) On the Delayed Target Completion Date, completion of the transfer of the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP then Tenant may (but shall take place not be obligated to) exercise Tenant’s self-help rights in accordance with Clause 14.2 and Schedule 3 (Completion Arrangements), insofar as they relate to the Joint Venture Interest, which shall apply to such completion as if the Delayed Completion Date were the Completion Date but, for the avoidance of doubt, none of the Initial Payment attributable to the Joint Venture Interest shall be payable on the Delayed Completion Date. (d) ICI shall, subject to Clause 14.3 (Exclusion of Joint Venture Interest), remain subject to a continuing obligation to transfer the Joint Venture Interest, the Joint Venture Contracts and the Joint Venture IP and the provisions of Clause 8 Section 19.2 to perform Landlord’s Work for Landlord’s account, or (Conduct until Completionii) shall continue to apply in relation on or prior to the Joint Venture Interestone hundred twentieth (120th) day after the Target Completion Date, the Joint Venture Contracts and the Joint Venture IP until such time as Delayed Completion then Tenant may (but shall have taken place, or the transfer obligations shall have terminated in accordance with Clause 14.3 (Exclusion of Joint Venture Interest)not be obligated to) terminate this Lease by notice to Landlord.