Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Phase I Premises to Tenant on or before the Phase I Target Commencement Date (“Delivery” or “Deliver”) and to Deliver the Phase II Premises to Tenant on or before the Phase II Target Commencement Date, in each case broom clean with all personal property and furnishings/furniture removed and with all existing construction improvements remaining in place. If Landlord fails to timely Deliver the Premises or the Phase I Premises or the Phase II Premises, except as provided herein, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and this Lease shall not be void or voidable. Landlord and Tenant acknowledges that the Phase I Premises and Phase II Premises are currently occupied by another tenant, Le Cordon Bleu (“LCB”), and, as described below, Landlord intends to enter into an Amendment to Lease (the “LCB Amendment”) providing for LCB to vacate and yield up the Phase I Premises by the Target Commencement Date for Phase I and to vacate and yield up the Phase II Premises by the Target Commencement Date for Phase II. The LCB Amendment provides that for each seven-day period commencing July 13, 2015 that LCB fails to so vacate and yield up the Phase I Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase I Premises for a one month period (“Delay Payment”). (For example, if LCB vacates and yields up on July 19, 2015, LCB will be obligated to pay an amount equal to its Base Rent for a one month period. In addition, the LCB Amendment provides that for each seven-day period commencing January 15, 2016 that LCB fails to so vacate and yield up the Phase II Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase II Premises for a one month period (also “Delay Payment”). If and to the extent LCB is responsible for and actually makes Delay Payments, Landlord shall make such Delay Payments available to Tenant as a credit against Base Rent next coming due hereunder. Landlord agrees to use commercially reasonable efforts, excluding eviction of LCB from other space, to recover Delay Payments. If Landlord does not Deliver the Phase I Premises to Tenant by September 1, 2015, Tenant may elect to terminate this Lease by written notice to Landlord within ten (10) business days after September 1, 2015. If Tenant does not void this Lease within such time period, this Lease shall continue in force and effect. If Landlord does not Deliver the Phase II Premises to Tenant on or before January 31, 2016, Tenant may elect to delete the Phase II Premises from the Premises by written notice to Landlord within ten (10) business days after January 31, 2016. If Tenant makes such election, the Phase II Premises shall be deleted from the Premises, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease with respect to the Phase II Premises, and this Lease shall continue in full force and effect with respect to the Phase I Premises. If Tenant does not make such election within such time period, this Lease shall continue in force and effect. The “Commencement Date” shall be the date Landlord Delivers the Phase I Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into the LCB Amendment on or before June 30, 2015, with LCB which LCB Amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion, including without limitation a requirement that the existing tenant construct the demising wall between the Phase II Space and space to be retained by LCB as shown on the Plan attached hereto as Exhibit A prior to the Delivery of the Phase II Premises. In the event that the Condition Precedent is not satisfied, either party shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied. Except as otherwise set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken, subject to the terms and conditions of this Lease. Tenant agrees to construct such demising walls as are required and shown on the Plan attached on Exhibit A-1 to demise the Phase I Space from the Phase II Space within 30 days after Delivery of the Phase I Premises. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Sources: Lease Agreement (Bluebird Bio, Inc.)
Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Phase I Premises to Tenant on or before the Phase I Target Commencement Date Date, with ▇▇▇▇▇▇▇▇’s Work Substantially Completed (“Delivery” or “Deliver”) and to Deliver ); provided, however, that the Phase II Premises to Tenant on or before the Phase II Target Commencement DateDate may be extended by Landlord up to 90 days in the event that there are delays outside of Landlord’s reasonable control due to the performance by third parties of critical redevelopment activities to the Project (including, without limitation, electrical upgrades to and environmental remediations of the Project) (“Redevelopment Delays”); it being acknowledged that Landlord may exercise such extension via one or more written notices to Tenant, in each which case broom clean with all personal property and furnishings/furniture removed and with all existing construction improvements remaining the Target Commencement Date shall be the date specified in placesuch notice. Landlord will give Tenant written notice, in reasonable detail, within a reasonable period after learning of such Redevelopment Delays. If Landlord fails to timely Deliver the Premises or by the Phase I Premises or the Phase II Premises, except as provided hereinTarget Commencement Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom therefrom, and this Lease shall not be void or voidable. Landlord and Tenant acknowledges that the Phase I Premises and Phase II Premises are currently occupied by another tenant, Le Cordon Bleu (“LCB”), and, voidable except as described below, Landlord intends to enter into an Amendment to Lease (the “LCB Amendment”) providing for LCB to vacate and yield up the Phase I Premises by the Target Commencement Date for Phase I and to vacate and yield up the Phase II Premises by the Target Commencement Date for Phase II. The LCB Amendment provides that for each seven-day period commencing July 13, 2015 that LCB fails to so vacate and yield up the Phase I Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase I Premises for a one month period (“Delay Payment”). (For example, if LCB vacates and yields up on July 19, 2015, LCB will be obligated to pay an amount equal to its Base Rent for a one month period. In addition, the LCB Amendment provides that for each seven-day period commencing January 15, 2016 that LCB fails to so vacate and yield up the Phase II Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase II Premises for a one month period (also “Delay Payment”). If and to the extent LCB is responsible for and actually makes Delay Payments, Landlord shall make such Delay Payments available to Tenant as a credit against Base Rent next coming due hereunder. Landlord agrees to use commercially reasonable efforts, excluding eviction of LCB from other space, to recover Delay Paymentsprovided herein. If Landlord does not Deliver the Phase I Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure delays, Redevelopment Delays and Tenant Delays, then Tenant shall be entitled to a day for day abatement of Base Rent for each day for the period from and after the 91st day (or such later date after giving effect to Force Majeure delays, Redevelopment Delays, and Tenant by September 1, 2015, Tenant may elect to terminate this Lease by written notice to Delays) until the earlier of the date that Landlord within ten (10) business Delivers the Premises or 180 days after September 1, 2015. If Tenant does not void this Lease within such time period, this Lease shall continue in force and effectthe Target Commencement Date. If Landlord does not Deliver the Phase II Premises to within 180 days of the Target Commencement Date for any reason other than Force Majeure delays, Redevelopment Delays, and Tenant on or before January 31Delays, 2016, this Lease may be terminated by Tenant may elect to delete the Phase II Premises from the Premises by written notice to Landlord within ten (10) given no later than 5 business days after January 31, 2016. If Tenant makes such election, the Phase II Premises shall be deleted from the Premises, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease with respect to the Phase II Premises, and this Lease shall continue in full force and effect with respect to the Phase I Premises. If Tenant does not make such election within such time period, this Lease shall continue in force and effect. The “Commencement Date” shall be the date Landlord Delivers the Phase I Premises to Tenant. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment expiration of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease 180 day period (as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”so extended) having been satisfied: Landlord shall have entered into the LCB Amendment on or before June 30, 2015, with LCB which LCB Amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion, including without limitation a requirement that the existing tenant construct the demising wall between the Phase II Space and space to be retained by LCB as shown on the Plan attached hereto as Exhibit A prior to the Delivery of the Phase II Premises. In the event that the Condition Precedent is not satisfied, either party shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated: terminated by Tenant:
(a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If Tenant does not elect to void this Lease within 5 business days of the lapse of such 180-day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding anything to the contrary contained herein and for the avoidance of any doubt, the termination rights provided for in this paragraph shall terminate on the Commencement Date. The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant, (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof (it being understood that the mere preparation of the Premises for its occupancy, moving into the Premises and the installation of furniture and equipment in the Premises shall not be deemed to be the conduct of business by Tenant). Upon request of Landlord, ▇▇▇▇▇▇ shall execute and deliver a written acknowledgment of the Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, ▇▇▇▇▇▇’s failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights hereunder (except those rights of Tenant affected by virtue of Tenant being in default). The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease, and (if and when exercised) the Extension Term that Tenant may elect pursuant to Section 40 hereof. Subject to the provisions of Section 3 of the Work Letter, Landlord shall have no liability whatsoever permit Tenant access to the Premises at such time set forth in Section 3 of the Work Letter prior to the Commencement Date for Tenant’s installation and setup of furniture, fixtures and equipment (“FF&E Installation”), provided that such FF&E Installation is coordinated with Landlord, and Tenant relating to or arising from Landlord’s inability or failure to cause complies with the Condition Precedent Lease and all other 321 Arsenal (AOTC) / Forma Therapeutics - Page 4 reasonable restrictions and conditions Landlord may impose in writing. All such access shall be during normal business hours unless Landlord otherwise agrees in writing (such agreement not to be satisfiedunreasonably withheld, conditioned or delayed). Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent, Operating Expenses or any charges under Section 11 hereof for Utilities or Janitorial Service. Except as otherwise set forth in this Leasethe next paragraph or the Work Letter: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant ▇▇▇▇▇▇ accepts the Premises and that the Premises were in good the condition at the time possession was takenrequired to be delivered by Landlord hereunder, subject to Tenant’s rights under the Work Letter and Landlord’s ongoing repair and maintenance obligations hereunder. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent. Tenant agrees Notwithstanding anything contained in this Lease to construct such demising walls the contrary, and as set forth in the Work Letter, for the period of 60 consecutive days after the Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (as defined in Section 13), unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost. Landlord also shall use commercially reasonable efforts to enforce any contractor warranties for Landlord’s Work (to the extent any such warranties exist) for one (1) year after the Commencement Date, provided ▇▇▇▇▇▇ gives written notice of any necessary repairs or replacements within such time that are reasonably expected to be covered under any such warranty, unless Tenant or any Tenant Party was responsible for the cause of such repair or replacement, in which case Tenant shall pay all of Landlord’s costs and shown on the Plan attached on Exhibit A-1 expenses incurred to demise the Phase I Space from the Phase II Space within 30 days after Delivery of the Phase I Premisesenforce any such warranties. Tenant ▇▇▇▇▇▇ agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant▇▇▇▇▇▇’s representations, warranties, acknowledgments and agreements contained herein; and Tenant in executing this Lease does so in reliance upon ▇▇▇▇▇▇▇▇’s agreements contained herein.
Appears in 1 contract
Sources: Lease Agreement (Forma Therapeutics Holdings, Inc.)
Delivery; Acceptance of Premises; Commencement Date. The “Commencement Date” shall be the date that is 1 business day after the mutual execution and delivery of this Lease by the parties. Landlord shall use reasonable efforts to deliver the Phase I Premises to Tenant on or before the Phase I Target Commencement Date (“Delivery” or “Deliver”) and on the Commencement Date for Tenant’s construction of the Tenant Improvements pursuant to Deliver the Phase II Premises to Tenant on or before the Phase II Target Commencement Date, in each case broom clean with all personal property and furnishings/furniture removed and with all existing construction improvements remaining in place. If Landlord fails to timely Deliver the Premises or the Phase I Premises or the Phase II Premises, except work letter attached hereto as provided herein, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and this Lease shall not be void or voidable. Landlord and Tenant acknowledges that the Phase I Premises and Phase II Premises are currently occupied by another tenant, Le Cordon Bleu (“LCB”), and, as described below, Landlord intends to enter into an Amendment to Lease Exhibit C (the “LCB AmendmentWork Letter”) providing for LCB to vacate and yield up the Phase I Premises by the Target Commencement Date for Phase I and to vacate and yield up the Phase II Premises by the Target Commencement Date for Phase II. The LCB Amendment provides that for each seven-day period commencing July 13, 2015 that LCB fails to so vacate and yield up the Phase I Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase I Premises for a one month period (“Delay Payment”). (For example, if LCB vacates and yields up on July 19, 2015, LCB will be obligated to pay an amount equal to its Base Rent for a one month period. In addition, the LCB Amendment provides that for each seven-day period commencing January 15, 2016 that LCB fails to so vacate and yield up the Phase II Premises, or portion thereof, LCB shall be obligated to pay an amount equal to its Base Rent on the Phase II Premises for a one month period (also “Delay Payment”). If and to the extent LCB is responsible for and actually makes Delay Payments, Landlord shall make such Delay Payments available to in Tenant as a credit against Base Rent next coming due hereunder. Landlord agrees to use commercially reasonable efforts, excluding eviction of LCB from other space, to recover Delay Payments. If Landlord does not Deliver the Phase I Premises to Tenant by September 1, 2015, Tenant may elect to terminate this Lease by written notice to Landlord within ten (10) business days after September 1, 2015. If Tenant does not void this Lease within such time period, this Lease shall continue in force and effect. If Landlord does not Deliver the Phase II Premises to Tenant on or before January 31, 2016, Tenant may elect to delete the Phase II Premises from the Premises by written notice to Landlord within ten (10) business days after January 31, 2016. If Tenant makes such election, the Phase II Premises shall be deleted from the Premises, neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease with respect to the Phase II Premises, and this Lease shall continue in full force and effect with respect to the Phase I Premises. If Tenant does not make such election within such time period, this Lease shall continue in force and effectImprovement Work Readiness Condition. The “Rent Commencement Date” shall be the earlier to occur of (i) the date that is 12 months after the Commencement Date, or (ii) the date that the Tenant Improvements are Substantially Completed (as defined in the Work Letter); provided, however, that the Rent Commencement Date shall be delayed (x) 1 day for each calendar day after the Commencement Date that a Government Mandate (as defined below) is in effect to the extent that such Government Mandate precludes the construction of Tenant Improvements, plus an additional 7 calendar days commencing on the date such Governmental Mandate expires or is terminated (provided that such 7 calendar day period shall be reduced if Tenant resumes construction of the Tenant Improvements prior to the expiration of such 7 calendar day period) or (y) 1 day for each calendar day after the Commencement Date of Landlord Delivers Delay (as defined in the Phase I Premises to TenantWork Letter). Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this LeaseLease and any Extension Terms which Tenant may elect pursuant to Section 39 hereof. Notwithstanding anything As used herein, “Government Mandate” shall mean the declaration or implementation by any Governmental Authority having jurisdiction over the Project, resulting from the COVID-19 outbreak in the United States, of any order or mandate that restricts construction activities in San Mateo County to the contrary contained in this Lease, Tenant and Landlord acknowledge and agree that extent such Government Mandate precludes the effectiveness of this Lease shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord shall have entered into the LCB Amendment on or before June 30, 2015, with LCB which LCB Amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion, including without limitation a requirement that the existing tenant construct the demising wall between the Phase II Space and space to be retained by LCB as shown on the Plan attached hereto as Exhibit A prior to the Delivery construction of the Phase II Premises. In the event that the Condition Precedent is not satisfied, either party shall have the right to terminate this Lease upon delivery of written notice to the other party, and if so terminated: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfiedImprovements. Except as set forth in the Work Letter or as otherwise expressly set forth in this Lease: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that Premises. Any occupancy of the Premises were in good condition at by Tenant before the time possession was taken, Commencement Date shall be subject to all of the terms and conditions of this Lease, excluding the obligation to pay Base Rent and Operating Expenses. Tenant agrees to construct such demising walls as For the period of 180 consecutive days after the Rent Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required and shown on to be made to the Plan attached on Exhibit A-1 to demise Building Systems (as defined in Section 13) serving the Phase I Space from Premises, unless Tenant or any Tenant Party was responsible for the Phase II Space within 30 days after Delivery cause of such repair, in which case Tenant shall pay the Phase I Premisescost. Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord represents and warrants that the person signing this Lease on behalf of Landlord is duly authorized to execute and deliver this Lease on behalf of Landlord as a legally binding contract of Landlord. Tenant represents and warrants that the person signing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of Tenant as a legally binding contract of Tenant. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.
Appears in 1 contract
Sources: Lease Agreement (Vaxcyte, Inc.)