Common use of Offset Right Clause in Contracts

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice ("Payment Notice") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice ("“Payment Notice"”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord ("“Refusal Notice"”), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance and/or Additional Allowance, Tenant shall be entitled to deliver notice ("Payment Notice") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s 's next obligations to pay Base Rent; provided, however, that no more than fifty percent (50%) of the Base Rent may be offset in any given month; provided further, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdictionJAMS Arbitration.

Offset Right. Notwithstanding anything to the contrary contained herein, Landlord acknowledges that if Landlord fails to timely fulfill its obligation pay any portion of the Tenant Improvement Allowance as and when it is obligated to fund any do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deliver deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty ("Payment Notice"30) thereof days after Landlord’s receipt of such written notice from Tenant, a written objection to Landlord the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and to any mortgage or trust deed holder until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Building whose identity and address have been previously provided Lease; provided, however, Tenant shall be entitled to Tenant. If Landlord still fails offset any undisputed amounts set forth in the written notice from Tenant (subject to fulfill any such obligation the foregoing 40% limitation) within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- Csame. ▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.

Offset Right. Notwithstanding anything to the contrary contained herein, Landlord acknowledges that if Landlord fails to timely fulfill its obligation to fund pay any portion of the Tenant Improvement AllowanceAllowance as and when required under this Amendment, Tenant shall be entitled and Landlord thereafter fails to deliver notice ("Payment Notice") thereof to Landlord and to any mortgage or trust deed holder pay such portion of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation Improvement Allowance within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice a written notice from Tenant and if Landlord fails describing Landlord's failure to deliver notice to Tenant within pay such twenty (20) business day period explaining Landlord’s reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1173portion of the Allowance, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord ("Refusal Notice"), then Tenant shall be entitled to offset deduct from Base Rent payable by Tenant under this Lease, the amount so fundedset forth in such written notice from Tenant, together with interest at provided that such notice shall include on the Interest Rate from first page thereof in bold, capitalized text, the date Landlord was obligated to pay such amount until following language: “NOTICE: YOUR FAILURE TO RESPOND TO THIS NOTICE WITHIN THIRTY (30) DAYS SHALL ENTITLE TENANT TO EXERCISE A RIGHT OF OFFSET AGAINST BASE RENT.” Notwithstanding the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. Howeverforegoing, if Tenant is in default Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable par Second Amendment to 100 Potrero Lease ticularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made or that proper documentation as required under Section 19.1 of this Lease at the time that such offset would otherwise be applicable8(d) hereof has not been submitted), then Tenant shall not then be entitled to make such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against deduction from Base Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable an order issued by a court of competent jurisdictionjurisdiction with respect to which any appeal period has expired without an appeal having been filed; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant which are not paid by Landlord within thirty (30) days after Landlord’s receipt of such notice.