Common use of Requisitions Clause in Contracts

Requisitions. Provided that the title to the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration of the Condominium Documents (the "Notification Date") and the Purchaser is to be allowed ten (10) days after the Notification Date to examine the title to the Property at his/her own expense, and shall not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for the cost of repairing and cleaning the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions of the Act or any successor legislation, or of the Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislation.

Requisitions. Provided Subject to Section 3.3(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Landlord’s Contribution and the denominator of which is the total contract price for Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant). A “requisition” shall mean written documentation (including, without limitation, invoices from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien, as specified in M.G.L. Chapter 254, Section 32 (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by certifications executed by the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, or Vice President of Tenant that the title to the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration amount of the Condominium Documents (the "Notification Date") and the Purchaser is to be allowed ten (10) days after the Notification Date to examine the title to the Property at his/her own expense, and shall requisition in question does not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for exceed the cost of repairing the items, services and cleaning work covered by such requisition. Notwithstanding the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Periodforegoing, and the Vendor shall have no further liability or obligation hereunder and Tenant shall not be liable for any costs or damages thereby. Save as required to any valid objection so made within such time, deliver Lien Waivers at the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions time of the Act or any successor legislationfirst requisition, or but shall deliver the Lien Waivers and evidence of payment of the Land Titles Act first requisition in full within thirty (Ontario)30) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, R.S.O. 1990 upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition (the "LTA"s) and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationno more often than monthly.

Requisitions. Provided Subject to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is ▇▇▇▇▇▇▇▇’s Contribution and the denominator of which is the total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the title to the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration amount of the Condominium Documents (the "Notification Date") and the Purchaser is to be allowed ten (10) days after the Notification Date to examine the title to the Property at his/her own expense, and shall requisition in question does not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for exceed the cost of repairing the items, services and cleaning work covered by such requisition. Notwithstanding the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Periodforegoing, and the Vendor shall have no further liability or obligation hereunder and Tenant shall not be liable for any costs or damages thereby. Save as required to any valid objection so made within such time, deliver Lien Waivers at the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions time of the Act or any successor legislationfirst requisition, or but shall deliver the Lien Waivers and evidence of payment of the Land Titles Act first requisition in full within five (Ontario)5) days following payment of Landlord’s Contribution with respect to such first requisition. Landlord shall have the right, R.S.O. 1990 (upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the "LTA"amount thereof. Tenant shall submit requisition(s) and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationno more often than monthly.

Requisitions. Provided Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Second Amendment Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Maximum Amount (as reduced by the amount, if any, of the Rent Credit) of Landlord’s Second Amendment Contribution and the denominator of which is the Budget for Permitted Costs, as the denominator may change, from time to time. A “requisition” shall mean AIA Documents G-702 and G-703 duly executed and certified by Tenant’s architect and general contractor (accompanied by, without limitation, invoices from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien, as specified in M.G.L. Chapter 254, Section 32 (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by certifications executed by the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Vice President, or other officer of Tenant that the title to the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration amount of the Condominium Documents (requisition in question does not exceed the "Notification Date") cost of the items, services and the Purchaser is to be allowed work covered by such requisition. Tenant shall, within ten (10) days after the Notification Date of written request from Landlord from time to examine the title to the Property at his/her own expense, and shall not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for the cost of repairing and cleaning the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, provide to Landlord sufficient backup documentation relating to each requisition in order to verify the Purchaser amount of Permitted Costs for Tenant’s requested payment. Tenant shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurancesubmit requisition(s) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions of the Act or any successor legislation, or of the Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationno more often than monthly.

Requisitions. Provided that Landlord shall pay Landlord's Proportion (hereinafter defined) of the title cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreemententirety of Landlord's Contribution has been exhausted. "LANDLORD'S PROPORTION" shall be a fraction, the Vendor numerator of which is Landlord's Contribution and the denominator of which is the total contract price for the applicable portion of Tenant's Work. A "REQUISITION" shall notify the Purchaser or the Purchasermean written documentation (including, without limitation, invoices from Tenant's Solicitors within a reasonable period of time after the registration of the Condominium Documents contractors, vendors, service providers and consultants (the collectively, "Notification DateCONTRACTORS") and the Purchaser is to be allowed ten partial lien waivers and subordinations of lien, as specified in M.G.L. Chapter 254, Section 32 (10"LIEN WAIVERS") days after the Notification Date to examine the title with respect to the Property at his/her own expenseprior month's requisition, and shall not call for such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence costs of the title item in question or occupiability of the Property. If within improvements installed to date in the aforementioned time period Premises, accompanied by certifications from Tenant that the Purchaser furnishes amount of the Vendor requisition in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is question does not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for exceed the cost of repairing the items, services and cleaning work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord, including without limitation Lien Waivers, that items, services and work covered by the Property as a result of prior requisition have been fully paid by Tenant and that the Purchaser occupying work has been performed. Notwithstanding the Property during foregoing, with respect to the Interim Occupancy Periodfirst requisition for Landlord's Contribution, and the Vendor shall have no further liability or obligation hereunder and Tenant shall not be liable for any costs or damages thereby. Save as required to any valid objection so made within such time, deliver Lien Waivers at the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions time of the Act or any successor legislationrequisition, or but shall deliver the Lien TOLERRX LEASE / BUILDING 300 / EXECUTION VERSION -11- Waivers and evidence of payment of the Land Titles Act requisition in full within five (Ontario)5) days following payment of Landlord's Contribution with respect to such first requisition. Landlord shall have the right, R.S.O. 1990 (upon reasonable advance notice to Tenant, to inspect Tenant's books and records relating to each requisition in order to verify the "LTA"amount thereof. Tenant shall submit requisition(s) and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationno more often than monthly.

Requisitions. Provided Title to the Property will be examined by ▇▇▇▇▇▇▇▇▇, at Purchaser’s expense. Purchaser will be allowed until 6:00 p.m. (Toronto time) on the date that is fifteen (15) days following the Effective Date (the “Requisition Date”) to investigate title to the Property, and to conduct its off-title searches with respect thereto. If prior to the expiry of the Requisition Date, Purchaser furnishes Seller: (i) with any valid objections to title to the Property is good and free from all encumbrances, except the relating solely to encumbrances that are not Permitted Encumbrances; or (ii) with any objections in connection with its off-title searches revealing material matters that are not Permitted Encumbrances and save as otherwise set out (collectively, in this Agreementsection, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration of the Condominium Documents (the "Notification Date") and the Purchaser “Requisitions”), which Requisitions Seller is to be allowed ten (10) days after the Notification Date to examine the title to the Property at his/her own expense, and shall not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, remedy or which is not capable of being covered by title insurance at the Purchaser's cost, satisfy prior to Closing and which the Purchaser will not waive, then this Agreement shallmay, notwithstanding any intervening intermediate acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned negotiations with respect to the Purchaser with interest, from the date of terminationsuch objections, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for the cost of repairing and cleaning the Property as a result option of the Purchaser occupying the Property during the Interim Occupancy PeriodPurchaser, in its sole and absolute discretion, be terminated, by notice in writing to Seller, and upon such termination, the Vendor Downpayment shall have no be released by Seller’s Solicitors to Purchaser, without deduction, and Seller and Purchaser shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement), Seller shall provide Purchaser with written notice of its intent to satisfy or not satisfy such Requisitions, within ten (10) days of receipt thereof from Purchaser provided, however, that if Seller cannot remedy the subject matter of such requisition on or before the Closing Date, but Seller is of the view, in its sole and absolute discretion, that it would be possible to remedy same given further liability time to do so, then Seller, in its sole and absolute discretion, may extend the Closing Date, from time to time for a total period not to exceed ninety (90) days, upon written notice to Purchaser to be delivered on or obligation hereunder prior to the date that is five (5) Business Days prior to the Closing Date, and shall not be liable for any costs remedy the subject matter of such requisition on or damages therebybefore such extended Closing Date. Save and except as to any valid objection so Requisitions made within such timeby the Requisition Date, the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registrationirrevocably waived its right to raise any objection to, notwithstanding that or to have or make any claim regarding, any defect, matter or issue in respect of the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that Property or any other aspect thereof of any nature whatsoever, unless: (i) the Vendor may respond to requisitions by a standard title memo foregoing first arose or title insurance binder was created after the expiry of the Requisition Date (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding in which event, the provisions of set out in the Act or any successor legislationpreceding sentence shall apply, or of the Land Titles Act (Ontariomutatis mutandis), R.S.O. 1990 whether as a result of a Seller’s breach of this Agreement or otherwise; or (ii) the "LTA") foregoing is subject to adjustment in accordance with Article 4 of this Agreement, and any amendments theretothen, or any successor legislationin each case, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms only to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationextent otherwise permitted pursuant to this Agreement.

Requisitions. Provided The Construction Work shall be funded by the Initial Capital Contributions of the Members and the Construction Advances. In that connection, as and when required for the title performance of the Construction Work, but not more frequently than monthly, the Developer Member shall prepare and submit to the Property is good Preferred Member a request for an Initial Capital Contribution and/or a request for a Construction Advance under the Loan Documents, if applicable (each, a “Requisition”) which shall: 1. set forth the amounts and free from all encumbrances, except purposes for which the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration of the Condominium Documents amount requested (the "Notification Date"“Requisition Amount”) and the Purchaser is to be allowed ten utilized, 2. set forth a certification from the Developer Member that all sums included in the Requisition Amount are due and payable for work and/or services performed and that such amount is to be utilized solely to pay Construction Expenditures in compliance with the Development Budget (10) days after taking into account the Notification Date to examine the title flexibility provided to the Property at his/her own expense, and shall not call for Managers to deviate from the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned Development Budget to the Purchaser extent herein expressly permitted), 3. contain a reconciliation with interest, from the Development Budget in form reasonably satisfactory to the Preferred Member showing all amounts spent on Construction Expenditures through the date of terminationthe Requisition, 4. set forth a certification from the Developer Member that no Developer Member Event of Default exists, and 5. contain such other information as may be reasonably requested by the Preferred Member. The Preferred Member shall have the right to approve each Requisition in its reasonable discretion (and, without limitation, each Requisition shall be approved by the Preferred Member before the same is submitted to the Lender, if applicable), and the Preferred Member shall use commercially reasonable efforts to approve or disapprove a Requisition (or request additional information regarding such Requisition) within three (3) business days after its receipt of the same. Upon the approval of a Requisition by the Preferred Member and the Lender, if applicable, the Requisition Amount shall be funded or transferred by the Preferred Member and from a Construction Advance, if applicable, into a separate Company bank account (the “Payment Account”), and the Developer Member shall withdraw funds from such Payment Account to pay Construction Expenditures in accordance with such Requisition and the other provisions of this Agreement. Except for the first Requisition, concurrently with the delivery of each Requisition to the Preferred Member, the Developer Member shall provide to the Preferred Member (or cause the property manager to provide to the Preferred Member) a statement (a “Reconciliation Statement”), which shall: (i) detail how the prior month’s Requisition Amount was utilized, (ii) reconcile such usage with the prior Requisition, and (iii) set forth an explanation of any material variances (which provision, however, shall not be construed as a waiver of the requirement that each Requisition Amount shall be utilized in conformity with the applicable Requisition). The Reconciliation Statement shall be certified as accurate by an officer of the Developer Member. If any portion of the prior Requisition Amount has not yet been expended as of the date of the Reconciliation Statement, the Reconciliation Statement shall so state and provide an explanation therefor, and the Requisition accompanying the Reconciliation Statement shall take into account such unused prior Requisition Amount. If the Developer Member withdraws funds from the Payment Account except in accordance with a Requisition approved by the Preferred Member, or fails to use any amounts so withdrawn in conformity with the applicable Requisition (excluding from the foregoing, however, any cost savings or immaterial variations), then, without limitation on the Preferred Member’s and the Company’s other rights and remedies, the Preferred Member may thereafter require that all checks or other withdrawals on the Payment Account must be counter-signed by a designated representative of the Preferred Member, and the procedure set forth in this Section 4.2(e) pertaining to funding the Requisition Amount into the Payment Account may, at the rate prescribed under option of the ActPreferred Member, save be discontinued (in which event, thereafter all checks for deductions for any extras ordered Construction Expenditures shall be signed by the Purchaser from the Vendor and then unpaid and a reasonable sum for the cost of repairing and cleaning the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions of the Act or any successor legislation, or of the Land Titles Act (OntarioPreferred Member), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislation.

Requisitions. Provided The Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance, as the case may be, shall be payable by Landlord to Tenant (or, at Landlord’s option, directly to Tenant’s contractor) upon written requisition to Landlord. Prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: (i) in the case of any payments to be made to Tenant, and not as a direct payment to the contractor, copies of paid invoices from Tenant’s contractor, and partial lien waivers or final lien waivers (in the case of a final installment) with respect to all invoices to be paid from such requisition, (ii) in the case of any payments to be made as a direct payment to the contractor, invoices with respect to the work for which payment is requested, and partial lien waivers with respect to such work (or final lien waivers in the case of a final installment) conditioned only upon payment of such invoices; (iii) a certificate signed by the Tenant’s architect certifying that the title work represented by the aforementioned invoices has been completed substantially in accordance with the plans previously approved by Landlord which may be on AIA form G702; (iv) when the work is substantially complete, a certificate of substantial completion signed by Tenant’s architect which may be on AIA form G704, and, if applicable, as-built plans for Tenant’s Expansion Premises A Work or Tenant’s Expansion Premises B Work, as the case may be, prepared by Tenant’s architect (in the case of a final installment); and (v) all other commercially reasonable information and materials reasonably requested by Landlord. Landlord shall pay each installment within thirty (30) days of receiving the request for such disbursement together with the materials enumerated in the previous sentence and satisfying the requirements thereof. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of (A) the sum of the Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance being allocated to by Tenant to the Property is good Tenant’s Expansion Premises Work included in the relevant construction and free from design contract to (B) the total cost of the Tenant’s Expansion Premises Work included in the relevant construction and design contract, as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant for such Work (subject to all encumbrances, except the Permitted Encumbrances conditions and save as otherwise limitations set out forth in this AgreementAmendment), less a retainage equal to the Vendor greater of the retainage set forth in the construction and design contract or five percent (5%) of amount due under the construction contract. Tenant shall notify be entirely responsible for the Purchaser costs of Tenant’s Expansion Premises Work except to the extent required to be paid by Landlord in accordance with the terms of this Amendment. In no event shall Landlord be required to pay more than the Expansion Premises A Tenant Improvement Allowance and the Expansion Premises B Tenant Improvement Allowance as provided in this Amendment or to pay either the Expansion Premises A Tenant Improvement Allowance or the Purchaser's Solicitors within a reasonable period of time after the registration of the Condominium Documents (the "Notification Date") and the Purchaser is to be allowed ten (10) days after the Notification Date to examine the title to the Property at his/her own expense, and shall not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for the cost of repairing and cleaning the Property Expansion Premises B Tenant Improvement Allowance except as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained provided in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions of the Act or any successor legislation, or of the Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationAmendment.

Requisitions. Provided Subject to Section 3.4(c) below, Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition (hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Landlord’s Contribution and the denominator of which is the sum of: (i) total price for all of Tenant’s Work for the Premises (as evidenced by reasonably detailed documentation, including without limitation copies of all contracts therefor, delivered to Landlord with the requisition first submitted by Tenant), plus (ii) Total Cost of Landlord’s Tenant Improvement Work, but in no event greater than one (1). A “requisition” shall mean written documentation (including, without limitation, invoices or bills from Tenant’s contractors, vendors, service providers and consultants (collectively, “Contractors”) and partial lien waivers and subordinations of lien in statutory form, as specified in M.G.L. Chapter 254, Section 32 for applicable contractors and service providers (“Lien Waivers”) with respect to the prior month’s requisition, and such other documentation as Landlord or any Mortgagee may reasonably request) showing in reasonable detail the costs of the item in question or of the improvements installed to date in the Premises, accompanied by reasonable evidence (including certifications executed by Tenant or ▇▇▇▇▇▇’s architect, subject to the architect’s standard of care) that the title to the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration amount of the Condominium Documents (the "Notification Date") and the Purchaser is to be allowed ten (10) days after the Notification Date to examine the title to the Property at his/her own expense, and shall requisition in question does not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Property. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for exceed the cost of repairing the items, services and cleaning work covered by such requisition. Notwithstanding the Property as a result foregoing or anything herein to the contrary, Tenant shall not be required to deliver Lien Waivers (i) at the time of the Purchaser occupying first requisition, but shall deliver the Property during Lien Waivers and evidence of payment of the Interim Occupancy Periodfirst requisition in full within five (5) days following payment of Landlord’s Contribution with respect to such first requisition, or (ii) from any subcontractors or suppliers providing services or materials [STILL WAITING FOR CONFIRMATION FROM LANDLORD’S MORTGAGEE: costing less than $25,000 in the aggregate]. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the Vendor amount thereof. Tenant shall submit requisition(s) no more often than monthly. Furthermore, Tenant shall have no further liability obligation to submit a requisition or obligation hereunder and shall not be liable for any costs or damages thereby. Save as related materials with respect to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions of the Act or any successor legislation, or of the Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry OfficeLandlord’s Tenant Improvement Work, such mortgages, charges, debentures or trust deeds shall be deemed amounts being due and payable to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained Tenant upon Tenant’s request in the LTA, as amended and any successor legislation or the Act or any successor legislationaccordance with Section 3.2(a).

Requisitions. In the event that the Cost Proposal is greater than the TI Allowance, then Tenant shall promptly pay the Excess Costs as provided in Section 4(E) above. The ratio that the TI Allowance bears to the Cost Proposal shall be hereinafter called the “TI Percentage”. The TI Percentage shall not be less than one hundred percent (100%) on the First Amendment Commencement Date. Prior to each requisition (as hereinafter defined), Tenant shall submit a certification from the Architect to Landlord stating (i) the cost of the Tenant Improvement Work that has been completed and for which payment is being requested, and (ii) the Architect’s then-current estimate of the total cost of the remaining portion of the Tenant Improvement Work (other than soft costs, which soft costs will be certified by Tenant) (a “Revised Cost Proposal”). Notwithstanding anything to the contrary contained herein, in the event that the ratio that the balance of the unfunded TI Allowance bears to the Revised Cost Proposal (the “Progress Ratio”) is smaller than the TI Percentage, then Landlord shall not be obligated to make any disbursements until the Tenant’s Architect certifies that the Progress Ratio is equal to or greater than the TI Percentage. Provided that the title Progress Ratio is equal to or greater than the TI Percentage, Landlord shall make payments to Tenant or Tenant’s General Contractor in a prompt and timely manner, based on appropriate invoices and documentation from Tenant’s General Contractor and Architect during the progress of the Tenant Improvement Work. If the Progress Ratio is less than the TI Percentage, Landlord shall make no payments to Tenant or Tenant’s General Contractor during the progress of the Tenant Improvement Work until Tenant first pays any Excess Costs, after Tenant pays such Excess Costs, Landlord shall pay its portion of the current amount due based upon the Progress Ratio for the amount of the Tenant Improvement Work that has been completed (as certified by Tenant’s Architect), (e.g., if the Architect certifies that $100,000.00 worth of Tenant’s Work has been completed and the Progress Ratio is 55%, Landlord shall disburse $55,000.00, with Tenant paying the remaining $45,000.00. Payments on account of the Tenant Improvement Work shall be made by Tenant, within thirty (30) days of receipt of invoice therefor by the General Contractor. Tenant shall pay its pro rata share and 100% of any Change Order Costs or other Excess Costs over and above the amount of the TI Allowance on account of the Tenant Improvement Work. For the purposes hereof, a “requisition” shall mean written documentation (including, without limitation, invoices, lien waivers (in hand, for all past payments and, for all current payments, prospective, to be delivered in exchange for the payments), and such other documentation as Landlord or Landlord’s mortgagee may reasonably request) showing in reasonable detail the costs of the item in question. Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord that items, services and work covered by such requisition have been fully paid by Tenant or, to the Property is good and free from all encumbrances, except the Permitted Encumbrances and save as otherwise set out in this Agreement, the Vendor shall notify the Purchaser or the Purchaser's Solicitors within a reasonable period of time after the registration of the Condominium Documents (the "Notification Date") and the Purchaser is to be allowed ten (10) days after the Notification Date to examine the title extent such items are paid by Landlord directly to the Property at his/her own expensecontractor, and shall not call for the production of any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other proof or evidence of the title or occupiability of the Propertythat lien waivers with respect to such payments have in fact been received. If within the aforementioned time period the Purchaser furnishes the Vendor in writing with any valid objection to title which the Vendor shall be unable or unwilling to remove, or which is not capable of being covered by title insurance at the Purchaser's cost, and which the Purchaser will not waive, then this Agreement shall, notwithstanding any intervening acts or negotiations, be null and void, and all deposit monies theretofore paid shall be returned to the Purchaser with interest, from the date of termination, at the rate prescribed under the Act, save for deductions for any extras ordered by the Purchaser from the Vendor and then unpaid and a reasonable sum for the cost of repairing and cleaning the Property as a result of the Purchaser occupying the Property during the Interim Occupancy Period, and the Vendor Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no further liability or obligation hereunder and shall not be liable for any costs or damages thereby. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title to the Property. Notwithstanding anything contained in this Agreement or in the Act or any other applicable legislation, where any encumbrance is registered on title and a discharge, or release thereof is tendered for registration, the same shall be deemed to have been discharged for all purposes on acceptance for registration, notwithstanding that the relevant registers have not yet been certified to reflect such registration. The Purchaser acknowledges that the Vendor may respond to requisitions by a standard title memo or title insurance binder (if the Vendor elects to provide title insurance) and the same shall be deemed to be a satisfactory manner of response. Notwithstanding anything herein contained and notwithstanding the provisions of the Act or any successor legislation, or of the Land Titles Act (Ontario), R.S.O. 1990 (the "LTA") and any amendments thereto, or any successor legislation, where any mortgages, charges, debentures or trust deeds are registered on title and where discharges, cessations, partial discharges or partial cessations are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the parcel register or the condominium register has not been signed to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended and any successor legislation or the Act or any successor legislationmore often than monthly.