Common use of Offset Right Clause in Contracts

Offset Right. If Landlord wrongfully fails to disburse any amount of the Tenant Improvement Allowance owing to Tenant pursuant to Section 2.2.2 above, then Tenant shall have the right to pay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Landlord shall reimburse Tenant for the amount so paid within five (5) business days after Tenant’s submission to Landlord of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold from future Rentals due under the Lease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any Security Holder of which Tenant has been given notice) a written notice of Tenant’s intent to pay the Contractor, the Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is not required to make the disbursement of the Tenant Improvement Allowance and (b) submitting the dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentence, then Tenant shall not exercise such rights unless and until the Arbitrator (as defined in Paragraph 34.2 of the Lease) determines that Tenant has the right to exercise such rights.

Offset Right. If Landlord wrongfully acknowledges that if Landlord fails to disburse pay any amount portion of the Tenant Improvement Allowance owing as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant pursuant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to Section 2.2.2 abovepay such portion of the Tenant Improvement Allowance, then Tenant shall have be entitled to deduct from Base Monthly Rent payable by Tenant under the right to pay the ContractorLease, the Architect and other consultantsamount set forth in such written notice from Tenant, as the case may bebut limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, directlyuntil fully paid. If, in which event however, Landlord shall reimburse Tenant for the amount so paid delivers to Tenant, within five thirty (530) business days after TenantLandlord’s submission to Landlord receipt of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold written notice from future Rentals due under the Lease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any Security Holder of which Tenant has been given notice) a written notice of Tenant’s intent objection to pay the Contractor, the Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such requested payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is such payment did not required have to make be made (including, without limitation, the disbursement of the Tenant Improvement Allowance and (b) submitting the dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentencefact that such payment has already been made), then Tenant shall not exercise then be entitled to such rights deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the Arbitrator procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • ▇▇▇▇▇ ▇▇▇▇ LaSalle Building F and Amenities Building Building F and Amenities Building This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are in the condition called for by the Lease (including the Work Letter), subject to latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa ▇▇▇▇▇ upon its sign-off on the building permit for the Buildings, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 34.2 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building F and Amenities Building [NTD: Paragraphs 3 through 8 to be completed only if the determination of the rentable square footage of the Leased Premises pursuant to Paragraph 2.1(b) of the Lease results in rentable square footages different than those set forth in Article 1 of the Lease) determines that Tenant has the right to exercise such rights.]

Offset Right. If Landlord wrongfully fails to disburse timely fulfill its obligation to fund any amount portion of the Tenant Improvement Allowance owing to Tenant pursuant to Section 2.2.2 aboveAllowance, then Tenant shall be entitled to deliver notice (the "Payment Notice") thereof to Landlord, Landlord's Mortgagee and to any other mortgage or trust deed holder of the Building whose identity and address have the right been previously provided to pay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Tenant. If Landlord shall reimburse Tenant for the amount so paid still fails to fulfill any such obligation within five twenty (520) business days after Tenant’s submission to Landlord Landlord's receipt of receipted invoices therefor (accompanied by reasonable supporting documentation). If the Payment Notice from Tenant and if Landlord fails to reimburse deliver notice to Tenant within such five twenty (520) business day periodperiod explaining Landlord's proper good-faith reasons that ▇▇▇▇▇▇▇▇ believes that the amounts described in Tenant's Payment Notice are not due and payable by Landlord ("Refusal Notice"), then Tenant may withhold from future Rentals due under shall be entitled to offset the Lease amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the sum amount set forth in the Payment Notice and ▇▇▇▇▇▇▇▇ fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant, until Tenant is reimbursed in full for the sum plus ) with interest at the Interest RateRate from the date due until the date of offset, against ▇▇▇▇▇▇'s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant's Payment Notice, in order for the Refusal Notice to be valid, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant has received notice of a monetary default under Section 19.1 of the Lease (that then remains uncured) at the time that such offset would otherwise be applicable, Tenant shall deliver notice not be entitled to such offset until such default is cured. If Landlord (delivers a Refusal Notice, and any Security Holder of which if Landlord and Tenant has been given notice) a written notice of Tenant’s intent are not able to pay agree on the Contractordisputed amounts to be so paid by Landlord, the Architect or other consultantsif any, as the case may be, directly as provided above at least within ten (10) business days prior to making any after ▇▇▇▇▇▇'s receipt of a Refusal Notice, Tenant may submit such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is not required to make the disbursement of the Tenant Improvement Allowance and (b) submitting the dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentenceterms of Section 7.6 of this Work Letter. If Tenant prevails in any such arbitration, then Tenant shall not exercise be entitled to apply such rights unless and award with interest at the Interest Rate from the date due until the Arbitrator (date of offset as defined in Paragraph 34.2 of the Lease) determines that Tenant has the right a credit against Tenant's obligations to exercise such rightspay Rent.

Offset Right. If Landlord wrongfully acknowledges that if Landlord fails to disburse pay any amount portion of the Tenant Improvement Allowance owing as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant pursuant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to Section 2.2.2 abovepay such portion of the Tenant Improvement Allowance, then Tenant shall have be entitled to deduct from Base Monthly Rent payable by Tenant under the right to pay the ContractorLease, the Architect and other consultantsamount set forth in such written notice from Tenant, as the case may bebut limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, directlyuntil fully paid. If, in which event however, Landlord shall reimburse Tenant for the amount so paid delivers to Tenant, within five thirty (530) business days after TenantLandlord’s submission to Landlord receipt of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold written notice from future Rentals due under the Lease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any Security Holder of which Tenant has been given notice) a written notice of Tenant’s intent objection to pay the Contractor, the Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such requested payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is such payment did not required have to make be made (including, without limitation, the disbursement of the Tenant Improvement Allowance and (b) submitting the dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentencefact that such payment has already been made), then Tenant shall not exercise then be entitled to such rights deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the Arbitrator procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Building E Building E Building E Building E Building F: Building E Building E Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • ▇▇▇▇▇ ▇▇▇▇ LaSalle Building E Building E This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are in the condition called for by the Lease (including the Work Letter), subject to latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa ▇▇▇▇▇ upon its sign-off on the building permit for the Building, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 34.2 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building E [NTD: Paragraphs 3 through 8 to be completed only if the determination of the rentable square footage of the Leased Premises pursuant to Paragraph 2.1(b) of the Lease results in rentable square footages different than those set forth in Article 1 of the Lease) determines that Tenant has the right to exercise such rights.]

Offset Right. If Landlord wrongfully fails shall fail to disburse pay any amount amounts due with respect to the Base Building Allowance, the Space Planning Allowance, the TI Allowance, the Supplemental Allowance, or the Latent Defect Costs (such amounts being called “Past Due Amounts”), Tenant may offset the Past Due Amounts against Base Rent and Additional Rent only if Tenant first obtains (i) a judgment for recovery of the Tenant Improvement Allowance Past Due Amounts in a court of competent jurisdiction which is no longer subject to appeal, (ii) a determination that the Past Due Amounts are owing to Tenant by Landlord in an arbitration conducted pursuant to the following provisions of this Section 2.2.2 above3.5(e), then Tenant shall have the right to pay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Landlord shall reimburse Tenant for the amount so paid within five or (5) business days after Tenant’s submission to Landlord of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold from future Rentals due under the Lease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any Security Holder of which Tenant has been given noticeiii) a written notice acknowledgment by Landlord that Landlord does not contest that the Past Due Amounts are owing. Any offset which Tenant is entitled to take pursuant to this Section 3.5(e) shall include interest on the Past Due Amounts from the due date at a per annum rate equal to 3% plus the prime rate of Bank of America (or any successor) in effect from time to time. Without limiting Tenant’s intent remedies for Landlord’s failure to pay any Past Due Amounts, Tenant may submit a claim for the Contractor, the Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord is not required to make the disbursement of the Tenant Improvement Allowance and (b) submitting the dispute Past Due Amounts to binding arbitration in accordance with Paragraph 34 the following provisions. Such arbitration shall be conducted by a single disinterested arbitrator having not less than ten years’ experience in the operation, maintenance and leasing of commercial real estate to be selected and held by the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration American Arbitration Association in Boston, Massachusetts in accordance with its expedited commercial rules and regulations then in effect. Landlord and Tenant shall use diligent good faith efforts to complete the preceding sentencearbitration within 30 days following the submission of the claim to arbitration. The determination of the arbitrator shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction. The party which does not prevail in the arbitration as determined by the arbitrator shall pay for the arbitrator and related costs of the arbitration (but not the attorneys’ fees of the prevailing party). Except as provided in this Section 3.5(e), then Tenant shall not exercise such rights unless and until the Arbitrator (as defined in Paragraph 34.2 have any right of the Lease) determines that offset with respect to amounts owing or claimed to be owing by Landlord to Tenant has the right with respect to exercise such rightsany Past Due Amounts.