Common use of Permitting Contingency Clause in Contracts

Permitting Contingency. (a) Tenant is required to obtain a special use permit from the Town of Burlington necessary to conduct Tenant’s business operations and operate a biotechnology laboratory in the Premises (the “Special Permit”). Tenant, at its sole cost and expense, shall apply for and diligently take all necessary steps to obtain the Special Permit. Landlord shall assist and cooperate with Tenant in obtaining the Special Permit as Tenant reasonably requests, at no cost to Landlord. Tenant understands that while it is pursuing the Special Permit, Landlord is concurrently undertaking preliminary construction activities to stay on schedule and is incurring preliminary costs associated therewith. Landlord is willing to continue such preliminary construction activities provided Tenant agrees to indemnify Landlord for its costs of such construction activities between the Effective Date and February 28, 2022. The cost of Landlord’s construction activities subject to indemnification shall not exceed $2,500,000.00. Landlord reasonably estimates such costs to equal $1,813,949.00. Within five (5) days after the Effective Date, Tenant shall notify Landlord in writing whether Tenant agrees or declines to indemnify Landlord. If Tenant declines to indemnify Landlord as aforesaid, Landlord shall cease its preliminary construction activities. In that event, the date specified in the Approved Construction Schedule as the date for commencement of the Building core and shell work, and consequently all other milestone dates specified in the Approved Construction Schedule, shall each be postponed by one day for each day during the period commencing on February 28, 2022 and ending on the date the Special Permit is issued by the Town of Burlington, and the Approved Construction Schedule shall be appropriately revised. (b) If Tenant does not obtain the Special Permit by February 28, 2022, then Landlord, in its sole discretion, may elect, without having any obligation to do so, to assume Tenant’s role in pursuing the issuance of the Special Permit and take all necessary steps required by the Town of Burlington, at Tenant’s cost. In that event, Tenant shall assist and cooperate with Landlord in obtaining the Special Permit by attending all meetings and providing all information required by the Town of Burlington, and shall use best efforts to provide in a timely manner any necessary documentation, including, without limitation, chemical lists, process and procedure documents, that may be required by the Town of Burlington. Additionally, Landlord shall delay commencement of the Building core and shell work until issuance of the Special Permit, and, unless previously postponed in accordance with Section 2.4(a), the date specified in the Approved Construction Schedule as the date for commencement of the Building core and shell work, and consequently all other milestone dates specified in the Approved Construction Schedule, shall each be postponed by one day for each day during the period commencing on February 28, 2022 and ending on the date the Special Permit is issued by the Town of Burlington, and the Approved Construction Schedule shall be appropriately revised. (c) If the Special Permit has not been obtained by April 15, 2022, then either Landlord or Tenant may elect to terminate this Lease by giving written notice of termination to the other no later than April 18, 2022, with the effective date of termination being the date of the termination notice. If either party timely exercises its option to terminate this Lease, then on the effective termination date, this Lease shall terminate without the need for any further documentation and the parties shall have no further accruing liability or obligation to each other, except as set forth in paragraph (d) below. 2892369_8 (d) Notwithstanding the foregoing, if this Lease is terminated by either party under the provisions of Section 2.4(c), then Tenant shall reimburse Landlord, as Additional Rent, for the actual cost of the preliminary construction activities Tenant had agreed to indemnify Landlord for. Within twenty (20) days of the effective date of early termination, Landlord will reconcile the estimated preliminary construction costs with the actual preliminary construction costs incurred by Landlord and will invoice Tenant for the actual costs incurred. Tenant will then reimburse Landlord within twenty (20) days after receipt of Landlord’s invoice for the actual costs. (e) Notwithstanding such work stoppage permitted under this Section 2.4, the dates set for funding under the Construction Escrow Agreement shall not be postponed.

Permitting Contingency. The lease of the Expansion Premises, the obligation of Landlord to perform the Expansion Work and the Expansion Amendment shall be subject to the condition that Landlord obtains all necessary building and other permits and governmental approvals, including, but not limited to, site plan approval, special permits, variances, conservation commission approvals and a building permit (acollectively, the “Permits and Approvals”) Tenant is required to obtain a special use permit from the Town of Burlington necessary to conduct Tenant’s business operations construct and operate a biotechnology laboratory in the Expansion Premises (the “Special PermitPermit Contingency”). TenantAfter the execution of the Expansion Amendment, at its sole cost and expenseLandlord agrees to promptly apply for, shall apply for and diligently take all necessary steps pursue, such Permits and Approvals for the Expansion Premises. To the extent that either (i) Landlord determines that it will be unable through the exercise of reasonable efforts to obtain the Special Permit. Landlord shall assist Permits and cooperate with Tenant in obtaining the Special Permit as Tenant reasonably requests, at no cost to Landlord. Tenant understands that while it is pursuing the Special Permit, Landlord is concurrently undertaking preliminary construction activities to stay on schedule and is incurring preliminary costs associated therewith. Landlord is willing to continue such preliminary construction activities provided Tenant agrees to indemnify Landlord for its costs of such construction activities between the Effective Date and February 28, 2022. The cost of Landlord’s construction activities subject to indemnification shall not exceed $2,500,000.00. Landlord reasonably estimates such costs to equal $1,813,949.00. Within five Approvals within twelve (512) days months after the Effective Date, Tenant shall notify Landlord in writing whether Tenant agrees or declines to indemnify Landlord. If Tenant declines to indemnify Landlord as aforesaid, Landlord shall cease its preliminary construction activities. In that event, the date specified in the Approved Construction Schedule as the date for commencement of the Building core and shell work, and consequently all other milestone dates specified in the Approved Construction Schedule, shall each be postponed by one day for each day during the period commencing on February 28, 2022 and ending on the date the Special Permit is issued by the Town of Burlington, and the Approved Construction Schedule shall be appropriately revised. (b) If Tenant does not obtain the Special Permit by February 28, 2022, then Landlord, in its sole discretion, may elect, without having any obligation to do so, to assume Tenant’s role in pursuing the issuance of the Special Permit and take all necessary steps required by the Town of Burlington, at Tenant’s cost. In that event, Tenant shall assist and cooperate with Landlord in obtaining the Special Permit by attending all meetings and providing all information required by the Town of Burlington, and shall use best efforts to provide in a timely manner any necessary documentation, including, without limitation, chemical lists, process and procedure documents, that may be required by the Town of Burlington. Additionally, Landlord shall delay commencement of the Building core and shell work until issuance of the Special Permit, and, unless previously postponed in accordance with Section 2.4(a), the date specified in the Approved Construction Schedule as the date for commencement of the Building core and shell work, and consequently all other milestone dates specified in the Approved Construction Schedule, shall each be postponed by one day for each day during the period commencing on February 28, 2022 and ending on the date the Special Permit is issued by the Town of Burlington, and the Approved Construction Schedule shall be appropriately revised. (c) If the Special Permit has not been obtained by April 15, 2022, then either Landlord or Tenant may elect to terminate this Lease by giving written notice of termination to the other no later than April 18, 2022, with the effective date of termination being the date of the termination notice. If Expansion Amendment or (ii) during the process of obtaining the Permits and Approvals, any applicable governmental or permitting authorities impose conditions that are not acceptable to Landlord, in Landlord’s good faith judgment, then in either party timely exercises its option case Landlord shall have the right to terminate this Leasethe Expansion Amendment upon written notice to Tenant, then on and upon timely delivery of such notice, the effective termination date, this Lease Expansion Amendment shall terminate without the need for any further documentation and the parties shall have be of no further accruing liability or obligation force and effect. The failure of Landlord to each other, except as set forth in paragraph (d) below. 2892369_8 (d) Notwithstanding the foregoing, if this Lease is terminated by either party under the provisions of Section 2.4(c), then Tenant shall reimburse Landlord, as Additional Rent, obtain such Permits and Approvals for the actual cost of the preliminary construction activities Tenant had agreed to indemnify Landlord for. Within twenty (20) days of the effective date of early termination, Landlord will reconcile the estimated preliminary construction costs with the actual preliminary construction costs incurred by Landlord and will invoice Tenant for the actual costs incurred. Tenant will then reimburse Landlord within twenty (20) days after receipt of Landlord’s invoice for the actual costs. (e) Notwithstanding such work stoppage permitted under this Section 2.4, the dates set for funding under the Construction Escrow Agreement Expansion Premises shall not be postponeddeemed a default by Landlord, permit a termination of this Lease by Tenant or otherwise entitle Tenant to any rights or remedies under this Lease as a result thereof.

Permitting Contingency. From and after the Effective Date for a period of sixty (a60) Tenant is required to obtain a special use permit from the Town of Burlington necessary to conduct Tenant’s business operations and operate a biotechnology laboratory in the Premises days (the “Special PermitPermitting Contingency Period”). Tenant, BUYER shall at its BUYER’S sole cost and expense, shall apply for and diligently take all filing the necessary steps applications to obtain any and all permits, special permits, variances, licenses and/or approvals for BUYER’S proposed use of the Special PermitPremises. Landlord shall assist and cooperate with Tenant in obtaining the Special Permit as Tenant reasonably requests, at no cost to Landlord. Tenant understands that while it is pursuing the Special Permit, Landlord is concurrently undertaking preliminary construction activities to stay on schedule and is incurring preliminary costs associated therewith. Landlord is willing to continue such preliminary construction activities provided Tenant SELLER agrees to indemnify Landlord for its costs of such construction activities between the Effective Date cooperate fully with BUYER and February 28, 2022. The cost of Landlord’s construction activities subject to indemnification shall not exceed $2,500,000.00. Landlord reasonably estimates such costs to equal $1,813,949.00. Within five (5) days after the Effective Date, Tenant shall notify Landlord in writing whether Tenant agrees or declines to indemnify Landlord. If Tenant declines to indemnify Landlord as aforesaid, Landlord shall cease its preliminary construction activities. In that event, the date specified in the Approved Construction Schedule execute as the date for commencement owner of the Building core Premises such applications and shell work, and consequently all other milestone dates specified in the Approved Construction Schedule, shall each be postponed by one day for each day during the period commencing on February 28, 2022 and ending on the date the Special Permit is issued by the Town of Burlington, and the Approved Construction Schedule shall be appropriately revised. (b) If Tenant does not obtain the Special Permit by February 28, 2022, then Landlord, in its sole discretion, may elect, without having any obligation to do so, to assume Tenant’s role in pursuing the issuance of the Special Permit and take all necessary steps required by the Town of Burlington, at Tenant’s cost. In that event, Tenant shall assist and cooperate with Landlord in obtaining the Special Permit by attending all meetings and providing all information required by the Town of Burlington, and shall use best efforts to provide in a timely manner any necessary documentation, including, without limitation, chemical lists, process and procedure documents, documents that may be reasonably required by to obtain such permits, licenses and/or approvals. If despite BUYER’S diligent efforts, BUYER is unable to obtain all such permits, special permits, variances, licenses and/or approvals, the Town of Burlington. Additionally, Landlord shall delay commencement BUYER may terminate this Agreement on or prior to the expiration of the Building core Permitting Contingency Period by written notice to the SELLER whereupon any Deposit made hereunder shall be forthwith refunded and shell work until issuance all obligations of the Special Permitparties hereto shall cease and this Agreement shall be void without further recourse available to either party either at law or in equity. Notwithstanding the foregoing to the contrary, and, unless previously postponed in accordance with Section 2.4(a)if despite BUYER’S diligent efforts, the date specified in BUYER has not received such permits, special permits, variances, licenses and/or approvals, the Approved Construction Schedule BUYER upon written notice to the SELLER on or prior to the expiration of the Permitting Contingency Period, shall have the right to extend Permitting Contingency Period for an additional thirty (30) days. Furthermore, if despite BUYER’S diligent efforts, the BUYER has not received such permits, special permits, variances, licenses and/or approvals on or prior to the expiration of the Permitting Contingency Period, as the date for commencement same may be extended, the BUYER may terminate this Agreement on or prior to the expiration of the Building core and shell workPermitting Contingency Period, and consequently all other milestone dates specified in as the Approved Construction Schedulesame may be extended, shall each be postponed by one day for each day during written notice to the period commencing on February 28, 2022 and ending on the date the Special Permit is issued by the Town of Burlington, and the Approved Construction Schedule SELLER whereupon any Deposit made hereunder shall be appropriately revised. (c) If the Special Permit has not been obtained by April 15, 2022, then either Landlord or Tenant may elect to terminate this Lease by giving written notice of termination to the other no later than April 18, 2022, with the effective date of termination being the date forthwith refunded and all obligations of the termination notice. If parties hereto shall cease and this Agreement shall be void without further recourse available to either party timely exercises its option to terminate this Lease, then on the effective termination date, this Lease shall terminate without the need for any further documentation and the parties shall have no further accruing liability either at law or obligation to each other, except as set forth in paragraph (d) below. 2892369_8 (d) Notwithstanding the foregoing, if this Lease is terminated by either party under the provisions of Section 2.4(c), then Tenant shall reimburse Landlord, as Additional Rent, for the actual cost of the preliminary construction activities Tenant had agreed to indemnify Landlord for. Within twenty (20) days of the effective date of early termination, Landlord will reconcile the estimated preliminary construction costs with the actual preliminary construction costs incurred by Landlord and will invoice Tenant for the actual costs incurred. Tenant will then reimburse Landlord within twenty (20) days after receipt of Landlord’s invoice for the actual costsequity. (e) Notwithstanding such work stoppage permitted under this Section 2.4, the dates set for funding under the Construction Escrow Agreement shall not be postponed.