Shell Improvements. Subject to the conditions set forth ------------------ herein, Landlord, at its sole cost and expense, agrees to construct and install the Shell Improvements on the Lot. In constructing and installing the Shell Improvements, Tenant shall not have any approval or consensual rights (and Landlord shall not be required to obtain Tenant's consent therefor) concerning the Shell Improvements. The Shell Improvements shall not include the Tenant Improvements nor any of Tenant's personal property, equipment, furnishings, trade fixtures or fixtures. Landlord shall use commercially reasonable efforts to cause its general contractor to Substantially Complete (defined below) the Shell Improvements by March 15, 2000 (the "Completion Date"), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies and inclement weather (including, but not limited to, rain delays), (b) the lack of availability or shortage of specialized materials used in the construction of the Shell Improvements, (c) any matters beyond the control of Landlord, the general contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Shell Improvements (except to the extent such changes are directly attributable to Tenant's use or the Tenant Improvements, in which event such delays are considered Tenant Delays) the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as "Force Majeure Delays"), or (e) any delay attributable to Tenant and/or any of Tenant's Representatives or Tenant's intended use of the Premises (collectively, "Tenant Delays"). Tenant Delays shall include, but not be limited to, all of the following described events or occurrences: (i) delays related to changes made or requested by Tenant to the Construction Documents with respect to the Tenant Improvements; (ii) the failure of Tenant to furnish all or any plans, drawings, specifications, finish details or other information required herein; (iii) the failure of Tenant to comply with the requirements of this Exhibit B; (iv) Tenant's --------- requirements for special work or materials, finishes, or installations other than the Building Standards or Tenant's requirements for special construction or phasing; (v) any changes required by the fire department, building or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements if such changes are directly attributable to Tenant's particular use or Tenant's specialized tenant improvements which do not conform to Landlord's Building Standards; (vi) the performance of any additional work pursuant to a change order which is requested by Tenant; (vii) the performance of work in or about the Premises by any person, firm or corporation employed by or on behalf of Tenant, including, without limitation, any failure to complete or any delay in the completion of such work; or (viii) any and all delays caused by or arising from acts or omissions of Tenant and/or Tenant's Representatives, in any manner whatsoever. It is the intention of the parties that all of such delays will be considered Tenant Delays for which Tenant shall be wholly and completely responsible for any and all consequences related to such delays, including without limitation, any costs and expenses attributable to increases in labor or materials. Any delays in the construction of the Shell Improvements due to any of the events described above and designated as "Tenant Delays", shall in no way extend or affect the date on which Tenant is required to commence paying Rent under the terms of the Lease. Provided that Landlord has used commercially reasonable efforts to complete the Shell Improvements by March 15, 2000, Tenant's sole and exclusive remedy for Landlord's failure to complete the Shell Improvements on or before the Completion Date is described in Section 2.1 of the Lease.
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Sources: Lease Agreement (Loudcloud Inc)
Shell Improvements. Subject to the conditions set forth ------------------ herein, Landlord, at its sole cost and expense, agrees shall complete the shell improvements to construct and install the Shell Improvements on the Lot. In constructing and installing the Building (“Shell Improvements”) substantially in accordance with the (i) preliminary site plan attached hereto as Exhibit A or A-1 as set forth in Section 2, Tenant shall not have any approval or consensual rights (and Landlord shall not be required to obtain Tenant's consent therefor) concerning the Shell Improvements. The Shell Improvements shall not include the Tenant Improvements nor any of Tenant's personal property, equipment, furnishings, trade fixtures or fixtures. Landlord shall use commercially reasonable efforts to cause its general contractor to Substantially Complete (defined belowii) the preliminary shell Building specifications attached hereto as Exhibit E, (iii) the preliminary exterior elevations of the Building attached hereto as Exhibit E-1, and (iv) the preliminary rendering of the Building attached hereto as Exhibit E-2 (collectively, the “Preliminary Shell Improvements by March 15, 2000 (the "Completion Date"Plans”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies and inclement weather (including, but not limited to, rain delays), (b) the lack of availability or shortage of specialized materials used in the construction of the Shell Improvements, (c) any matters beyond the control of Landlord, the general contractor or any subcontractors, (d) any changes modifications required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over City of St. ▇▇▇▇. The final construction drawings (the Building, the Work and/or “Final Shell Plans”) for the Shell Improvements (except to the extent such changes are directly attributable subject to Tenant's use ’s review and approval and Landlord (and Landlord’s architect) shall review Final Shell Plans with Tenant. Tenant shall either approve or conditionally approve the Final Shell Plans by written notice to Landlord given within five (5) business days after Tenant Improvementsreviews the Final Shell Plans with Landlord. If Tenant fails to notify Landlord within said five (5) business day period, in which event such delays are considered Tenant Delays) then the events Final Shell Plans will be deemed approved by Tenant. Tenant’s review and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as "Force Majeure Delays"), or (e) any delay attributable to Tenant and/or any of Tenant's Representatives or Tenant's intended use approval of the Premises (collectively, "Tenant Delays"). Tenant Delays Final Shell Plans shall include, but not be limited tounreasonably withheld, all of the following described events conditioned or occurrences: (i) delays related to changes made or requested by Tenant to the Construction Documents with respect to the Tenant Improvements; (ii) the failure of Tenant to furnish all or any plans, drawings, specifications, finish details or other information required herein; (iii) the failure of Tenant to comply with the requirements of this Exhibit B; (iv) Tenant's --------- requirements for special work or materials, finishes, or installations other than the Building Standards or Tenant's requirements for special construction or phasing; (v) any changes required by the fire department, building or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements if such changes are directly attributable to Tenant's particular use or Tenant's specialized tenant improvements which do not conform to Landlord's Building Standards; (vi) the performance of any additional work pursuant to a change order which is requested by Tenant; (vii) the performance of work in or about the Premises by any person, firm or corporation employed by or on behalf of Tenant, including, without limitation, any failure to complete or any delayed. Any delay in the completion of such work; or (viii) any and all delays caused by or arising from acts or omissions of Tenant and/or Tenant's Representatives, in any manner whatsoever. It is the intention of the parties that all of such delays will be considered Tenant Delays for which Tenant shall be wholly and completely responsible for any and all consequences related to such delays, including without limitation, any costs and expenses attributable to increases in labor or materials. Any delays in the construction of the Shell Improvements due contributed to by Tenant’s failure to timely review and approve the plans shall extend the delivery date by a period equal to the Tenant’s delay. Changes or modifications to the approved Final Shell Plans shall be submitted by Tenant to Landlord for Landlord’s prior written approval which shall not be unreasonably withheld or delayed. Landlord shall notify Tenant of any anticipated delay in completion of the events described above and designated as "Tenant Delays", shall in no way extend or affect the date on which Tenant is required to commence paying Rent under the terms of the Lease. Provided that Landlord has used commercially reasonable efforts to complete the Shell Improvements by March 15attributable to a requested change order prior to approving or denying the same and Tenant shall have the absolute and unilateral right to withdraw an approved change order request within two (2) business days after receipt of Landlord’s notification of the extent of anticipated delay attributable to the proposed change order. Each approved change order no longer subject to Tenant’s right of withdrawal shall constitute an amendment to this Lease. Tenant shall reimburse Landlord, 2000within thirty (30) days after written request, Tenant's sole and exclusive remedy for Landlord's failure to complete the cost of any change orders that increase the total cost of the Shell Improvements on or before as set forth in the Completion Date is described in Section 2.1 of the Leaseapproved Final Shell Plans.
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