Common use of Phase 1 Premises Clause in Contracts

Phase 1 Premises. (a) Landlord shall endeavor to tender possession of the Phase 1 Premises to Tenant on or before the Phase 1 Estimated Delivery Date. If Landlord’s Construction Work or the Tenant Improvements as required pursuant to the terms of the Work Letter are not Substantially Complete on or before the Phase 1 Estimated Delivery Date for any reason whatsoever, then, except as provided below, this Lease shall not be void or voidable, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and the Phase 1 Commencement Date shall not occur until Substantial Completion of Landlord’s Construction Work and the Tenant Improvements occurs; provided, however, if the satisfaction of the requirements for Substantial Completion of Landlord’s Construction Work or the Tenant Improvements have been actually delayed by any Tenant Delay, then, subject to the terms hereof, Substantial Completion of Landlord’s Construction Work and the Tenant Improvements shall be deemed to occur when (as reasonably determined by Landlord) Substantial Completion of Landlord’s Construction Work and the Tenant Improvements would have occurred if such Tenant Delay had not occurred. Within thirty (30) days after Substantial Completion of Landlord’s Construction Work and the Tenant Improvements, Landlord’s architect shall calculate and certify in writing to Landlord and Tenant the Rentable Area of the Phase 1 Premises in accordance with Article 9. “Tenant Delay” shall mean: (1) delays or failure of Tenant or Tenant’s architect to deliver items in accordance with the Work Letter attached hereto as Exhibit J; (2) Tenant’s failure to timely fulfill its obligations as set forth in the Work Letter within the time periods set forth therein; (3) delays caused by CW Tenant Change Order Requests (as defined in the Work Letter) or TI Tenant Change Order Requests (as defined in the Work Letter); 4) unavailability of materials, components or finishes for the Tenant Improvements that have an unusually long lead-time for delivery; (5) a willful or negligent act or omission of Tenant, Tenant’s Agents that interferes with the progress of the work, (6) any delay that results from Tenant’s use of an architect other than F▇▇▇▇▇▇▇ P▇▇▇ B▇▇▇▇▇▇ Architects for purposes of the TI Program and the Schematic TI Plans, or (7) any other event or circumstance described as a Tenant Delay in the Work Letter. Landlord shall not assess any day towards a Tenant Delay for delays caused solely by Landlord’s contractors, Landlord or any third parties or due to Force Majeure. Notwithstanding anything above to the contrary, (i) the first ten (10) days of Tenant Delays (if any) associated with any CW Tenant Change Order Request or TI Tenant Change Order Request shall not be deemed a Tenant Delay, (ii) no delay shall be considered a Tenant Delay unless Landlord provides Tenant written notice of such Tenant Delay, to the extent Landlord and/or management personnel of Landlord’s contractor(s) are aware of such Tenant Delay, and Tenant fails to cure such delay within one (1) business day; provided that no such notice and cure period shall be required if such delay is with respect to interference with the Landlord’s construction activities and Landlord has previously notified Tenant of similar Tenant Delays, (iii) no delay shall be considered a Tenant Delay in the event Substantial Completion of Landlord’s Construction Work and the Tenant Improvements occurs on or before the Phase 1 Estimated Delivery Date. Landlord and Contractor shall take commercially reasonable actions, remedial or otherwise, to complete the Landlord’s Construction Work and the Tenant Improvements by the Phase 1 Estimated Delivery Date notwithstanding any Tenant Delay. All additional cost and expense payable by Landlord, if any, to complete the Landlord’s Construction Work or the Tenant Improvements due to Tenant Delay (“Tenant Delay Costs”), shall constitute TI Costs, and to the extent the TI Costs exceed the TI Allowance Amount, Tenant shall pay such actual and documented additional costs and expenses as “Excess Costs” in accordance with Section 4.2.2 of this Lease.

Phase 1 Premises. (a) Landlord shall endeavor use commercially reasonable efforts to tender possession of the Phase 1 Premises to Tenant on or before the Estimated Phase 1 Commencement Date, with the work (the “Tenant Improvements”) required of Landlord described on Exhibit C pertaining to the Phase 1 Estimated Delivery DatePremises Substantially Complete (as defined below). If The parties acknowledge that the fit plans attached as Exhibit C hereto are in substantially final form, however, subject to Landlord’s Construction Work or review and approval, Tenant shall have up to thirty (30) days following the Execution Date to incorporate de minimis changes to Exhibit C that are consistent with and logical evolutions of Exhibit C attached hereto. All Tenant Improvement shall be completed by Landlord (and its agents) in a good and workmanlike manner in compliance with all Applicable Laws. Tenant agrees that in the event the Tenant Improvements as required pursuant to the terms of the Work Letter are not Substantially Complete on or before the Estimated Phase 1 Estimated Delivery Commencement Date for any reason whatsoeverreason, then, except as provided below, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom therefrom, (c) the Term Expiration Date shall be extended accordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Phase 1 Commencement Date shall not occur until as described in Section 4.1(b) occurs. The term “Substantially Complete” or “Substantial Completion of Landlord’s Construction Work and Completion” means that (m) the Tenant Improvements occurs; providedare substantially complete in accordance with Exhibit C, howeverexcept for minor punch list items approved by Tenant that will not materially adversely affect Tenant’s normal operations in the Phase 1 Premises and (n) Landlord has received a temporary certificate of occupancy for the Phase 1 Premises. Notwithstanding anything in this Lease to the contrary, if the satisfaction of the requirements for Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Landlord’s Construction Work or Force Majeure (as defined below) and Tenant Delay (as defined below). If Landlord has failed to Substantially Complete the Tenant Improvements have been actually delayed by on or before the Estimated Phase 1 Commencement Date, as such date may be equitability extended to reflect any Tenant Delay, then, subject to the terms hereof, Substantial Completion delay as a result of Landlord’s Construction Work and the Tenant Improvements shall be deemed to occur when Force Majeure (as reasonably determined by Landlorddefined below) Substantial Completion of Landlord’s Construction Work and the Tenant Improvements would have occurred if such Tenant Delay had not occurred. Within (as defined below), (x) Landlord shall incur no penalties for the first thirty (30) days after Substantial Completion of Landlord’s Construction Work and following the Estimated Phase 1 Commencement Date (the “Grace Period”), (y) Base Rent shall be abated one (1) day for each day that Landlord fails to Substantially Complete the Tenant Improvements, Landlord’s architect Improvements for the sixty (60) day period immediately following the expiration of the Grace Period (the “Day-for-Day Penalty Period”); (z) Base Rent shall calculate and certify in writing be abated two (2) days for each day that Landlord fails to Landlord and Tenant the Rentable Area of Substantially Complete the Phase 1 Premises in accordance with Article 9. “Tenant Delay” shall mean: (1) delays or failure of Tenant or Tenant’s architect to deliver items in accordance with following the Work Letter attached hereto as Exhibit J; (2) Tenant’s failure to timely fulfill its obligations as set forth in the Work Letter within the time periods set forth therein; (3) delays caused by CW Tenant Change Order Requests (as defined in the Work Letter) or TI Tenant Change Order Requests (as defined in the Work Letter); 4) unavailability of materials, components or finishes for the Tenant Improvements that have an unusually long lead-time for delivery; (5) a willful or negligent act or omission of Tenant, Tenant’s Agents that interferes with the progress expiration of the work, (6) any delay that results from Tenant’s use of an architect other than F▇▇▇▇▇▇▇ P▇▇▇ B▇▇▇▇▇▇ Architects for purposes of Day-for-Day Penalty Period until the TI Program and the Schematic TI Plans, or (7) any other event or circumstance described as a Tenant Delay in the Work Letter. Landlord shall not assess any day towards a Tenant Delay for delays caused solely by Landlord’s contractors, Landlord or any third parties or due to Force MajeurePhase 1 Premises are Substantially Complete. Notwithstanding anything above to the contraryforegoing, (i) the first ten (10) days of Tenant Delays (if any) associated with any CW Tenant Change Order Request or TI Tenant Change Order Request shall not be deemed a Tenant Delay, (ii) no delay shall be considered a Tenant Delay unless Landlord provides Tenant written notice of such Tenant Delay, to the extent Landlord and/or management personnel of Landlord’s contractor(s) are aware of such Tenant Delay, and Tenant fails to cure such delay within one (1) business day; provided that no such notice and cure period shall be required if such delay is with respect to interference with the Landlord’s construction activities and Landlord has previously notified Tenant of similar Tenant Delays, (iii) no delay shall be considered a Tenant Delay in the event Substantial Completion of Landlord’s Construction Work and the Tenant Improvements occurs on or before that the Phase 1 Premises are not Substantially Complete prior to the expiration of the one hundred twenty (120) day period following the Estimated Delivery Phase 1 Commencement Date. Landlord and Contractor , the Tenant shall take commercially reasonable actionshave the option, remedial or otherwiseat Tenant’s sole discretion, to complete the Landlord’s Construction Work terminate this Lease by providing Landlord with written notice and, thereafter, this Lease shall be null and the void and neither Tenant Improvements by the Phase 1 Estimated Delivery Date notwithstanding nor Landlord shall have any Tenant Delay. All additional cost and expense payable by Landlord, if any, to complete the Landlord’s Construction Work or the Tenant Improvements due to Tenant Delay (“Tenant Delay Costs”), shall constitute TI Costs, and to the extent the TI Costs exceed the TI Allowance Amount, Tenant shall pay such actual and documented additional costs and expenses as “Excess Costs” in accordance with Section 4.2.2 of this Leasefurther obligations hereunder.

Phase 1 Premises. (a) Landlord shall endeavor use commercially reasonable efforts to tender possession of the Phase 1 Premises to Tenant on or before the Estimated Phase 1 Estimated Delivery Commencement Date. If , with the work required of Landlord described in Exhibit ▇-▇ attached hereto (“Landlord’s Construction Phase 1 Work”) Substantially Complete (as defined below). Tenant agrees that in the event Landlord’s Phase 1 Work or the Tenant Improvements as required pursuant to the terms of the Work Letter are is not Substantially Complete on or before the Estimated Phase 1 Estimated Delivery Commencement Date for any reason whatsoeverand Tenant has not occupied the Phase 1 Premises such that the Phase 1 Commencement Date (as defined below) has occurred in accordance with Subsection 4.1(b)(z), then, except as provided below, then (v) this Lease shall not be void or voidable, (w) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and (x) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Pro Rata Share of Operating Expenses (as defined below) until the actual Phase 1 Commencement Date shall not occur until Substantial Completion of Landlord’s Construction Work and the Tenant Improvements as described in Subsection 4.1(b) occurs; provided, however, if that in the satisfaction of the requirements for Substantial Completion of event Landlord’s Construction Phase 1 Work is not Substantially Complete on or before the Estimated Phase 1 Commencement Date due to delay caused by Landlord or Landlord’s contractor (“Landlord Delay”) and Tenant Improvements have been actually delayed by any Tenant Delayhas not occupied the Phase 1 Premises such that the Phase 1 Commencement Date (as defined below) has occurred in accordance with Subsection 4.1(b)(z), then, commencing on the Estimated Phase 1 Commencement Date (as the same may be extended due to delay other than Landlord Delay), Landlord shall make available to Tenant existing office space (with comparable square footage to the Phase 1 Premises) (the “Temporary Premises”) within the Building for use by Tenant on a temporary basis until the date that is five (5) business days after the actual Phase 1 Commencement Date. The Temporary Premises shall be used only for office purposes and shall not be subject to the any Base Rent or Tenant’s Pro Rata Share of Operating Expenses, but shall be subject to all other terms hereof, Substantial Completion and conditions of this Lease. Landlord’s Construction Work and provision of the Tenant Improvements Temporary Premises shall be deemed in no way relieve Landlord of its obligation to occur when (as reasonably determined by Landlord) Substantial Completion of Landlord’s Construction Work and the Tenant Improvements would have occurred if such Tenant Delay had not occurred. Within thirty (30) days after Substantial Completion of Landlord’s Construction Work and the Tenant Improvements, Landlord’s architect shall calculate and certify in writing continue using commercially reasonable efforts to Landlord and Tenant the Rentable Area tender possession of the Phase 1 Premises in accordance with Article 9. “Tenant Delay” shall mean: (1) delays or failure of Tenant or Tenant’s architect to deliver items in accordance with the Work Letter attached hereto as Exhibit J; (2) Tenant’s failure to timely fulfill its obligations as set forth in the Work Letter within the time periods set forth therein; (3) delays caused by CW Tenant Change Order Requests (as defined in the Work Letter) or TI Tenant Change Order Requests (as defined in the Work Letter); 4) unavailability of materials, components or finishes for the Tenant Improvements that have an unusually long lead-time for delivery; (5) a willful or negligent act or omission of Tenant, Tenant’s Agents that interferes with the progress of the work, (6) any delay that results from Tenant’s use of an architect other than F▇▇▇▇▇▇▇ P▇▇▇ B▇▇▇▇▇▇ Architects for purposes of the TI Program and the Schematic TI Plans, or (7) any other event or circumstance described as a Tenant Delay in the Work Letter. Landlord shall not assess any day towards a Tenant Delay for delays caused solely by Landlord’s contractors, Landlord or any third parties or due to Force Majeure. Notwithstanding anything above to the contrary, (i) the first ten (10) days of Tenant Delays (if any) associated with any CW Tenant Change Order Request or TI Tenant Change Order Request shall not be deemed a Tenant Delay, (ii) no delay shall be considered a Tenant Delay unless Landlord provides Tenant written notice of such Tenant Delay, to the extent Landlord and/or management personnel of Landlord’s contractor(s) are aware of such Tenant Delay, and Tenant fails to cure such delay within one (1) business day; provided that no such notice and cure period shall be required if such delay is with respect to interference with the Landlord’s construction activities and Landlord has previously notified Tenant of similar Tenant Delays, (iii) no delay shall be considered a Tenant Delay in the event Substantial Completion of Landlord’s Construction Work and the Tenant Improvements occurs on or before the Phase 1 Estimated Delivery Date. Landlord and Contractor shall take commercially reasonable actions, remedial or otherwise, to complete the Landlord’s Construction Work and the Tenant Improvements by the Phase 1 Estimated Delivery Date notwithstanding any Tenant Delay. All additional cost and expense payable by Landlord, if any, to complete the Landlord’s Construction Work or the Tenant Improvements due to Tenant Delay (“Tenant Delay Costs”), shall constitute TI Costs, and to at the extent the TI Costs exceed the TI Allowance Amount, Tenant shall pay such actual and documented additional costs and expenses as “Excess Costs” in accordance with Section 4.2.2 of this Leaseearliest possible date.