Common use of Substantially Complete Clause in Contracts

Substantially Complete. Lessor shall use diligent efforts to cause Substantial Completion of the Tenant Improvements (as defined in Section 50 of the Lease) to occur on or before January 1, 2009, and Lessee shall cooperate therewith in the timely performance of its obligations hereunder. The actual date of Substantial Completion shall not impact the Commencement Date of the Term of the Lease, but no rent shall be payable under the Lease by Lessee until Substantial Completion has occurred except to the extent of Lessee’s breach of its obligations hereunder or due to a delay arising from a Change Order requested by Lessee as provided below. a. If Lessee delays the date of Substantial Completion due to Change Orders or the non-timely response to clarification or direction requested by the Designer, Contractor or Lessor, such delays shall not cause any delay in the Commencement Date of the Lease nor shall it delay Lessee’s obligation to pay rent for the Premises. b. Whenever possible and practical, Lessor will utilize, for the construction of the Tenant Improvements, the items and materials designated in the Plans. However, whenever Lessor determines in its judgment that it is not practical or efficient to use such materials, Lessor shall have the right to substitute comparable items and materials. However, if such substitute materials increase the cost of construction or operate to delay Substantial Completion, then Lessor shall not make such substitution without the consent of Lessee. c. If the date of Substantial Completion occurs before the scheduled Commencement Date, then Lessee shall be entitled to occupy the Premises during the period commencing on the date of Substantial Completion and ending on the Commencement Date without payment of monthly Base Rent or Operating Expenses during such period, but all other obligations of Lessee under the Lease shall apply. The foregoing shall be without prejudice to Lessee’s early occupancy rights under the Lease.

Substantially Complete. Lessor Landlord agrees to Substantially Complete the Landlord Work (including both the “Pre-Turnover Date Work”, which Pre-Turnover Date Work shall use diligent efforts also be subject to cause Substantial Completion the terms of Section 28.C. below, as well as the Tenant Improvements (as defined in Section 50 of the Lease) to occur “Pre-Commencement Date Work”), on or before January the 15th business day prior to the stated Commencement Date described in Section 1 hereof, subject to extension for Force Majeure (as hereinafter defined). (i) “Force Majeure” means any of the matters described in Section 29.K. below. (ii) “Tenant Delay” means any of the following which continues for more than two (2) business days after notice (which may be email notice) to Tenant (1) any delay caused by any default by Tenant or its agents in Tenant’s obligations under this Lease, 2009or (2) delays caused by the negligence or willful misconduct of Tenant or Tenant’s agents, contractors, architects, space planners, brokers, or consultants prior to the Commencement Date that adversely impact Landlord’s ability to Substantially Complete the Landlord Work. (iii) “Substantial Completion” or “Substantially Complete” or “Substantially Completed” shall mean that the Landlord Work has been completed except for such details of construction, decoration or mechanical adjustments as would not materially interfere with the use of the Premises for the permitted uses under this Lease (collectively, "Punchlist Items") (it being understood and agreed that if Landlord Work within the Premises are Substantially Completed, and Lessee if the failure to Substantially Complete the balance of the Landlord Work does not affect Tenant's right to lawfully occupy the Premises for the conduct of business operations therefrom, then the Landlord Work shall cooperate therewith be deemed Substantially Completed for purposes of this Lease). If Substantial Completion is delayed in the timely performance of its obligations hereunder. The actual date of whole or in part by any Tenant Delay, then Substantial Completion shall not impact be deemed to have occurred as of such date as the Commencement Date of the Term of the Lease, Landlord Work would have been so completed but no rent for such Tenant Delay. Substantial Completion shall be payable under the Lease conclusively evidenced by Lessee until Substantial Completion has occurred except to the extent a certificate of Lessee’s breach of its obligations hereunder or due to a delay arising from a Change Order requested by Lessee as provided belowLandlord's architect. a. If Lessee delays the date of Substantial Completion due to Change Orders or the non-timely response to clarification or direction requested by the Designer, Contractor or Lessor, such delays shall not cause any delay in the Commencement Date of the Lease nor shall it delay Lessee’s obligation to pay rent for the Premises. b. Whenever possible and practical, Lessor will utilize, for the construction of the Tenant Improvements, the items and materials designated in the Plans. However, whenever Lessor determines in its judgment that it is not practical or efficient to use such materials, Lessor shall have the right to substitute comparable items and materials. However, if such substitute materials increase the cost of construction or operate to delay Substantial Completion, then Lessor shall not make such substitution without the consent of Lessee. c. If the date of Substantial Completion occurs before the scheduled Commencement Date, then Lessee shall be entitled to occupy the Premises during the period commencing on the date of Substantial Completion and ending on the Commencement Date without payment of monthly Base Rent or Operating Expenses during such period, but all other obligations of Lessee under the Lease shall apply. The foregoing shall be without prejudice to Lessee’s early occupancy rights under the Lease.

Substantially Complete. a. For purposes hereof, (i) the Shell shall be deemed "substantially complete" at such time as Lessor shall use diligent efforts has completed work in accordance with the Shell Architectural Drawings subject to cause Substantial Completion completion and correction of items on SCA's punch list, and certain other items which will not be completed until substantial completion of the Phase 1 Tenant Improvements (such as defined items necessary to modify the sprinklers in Section 50 of accordance with the LeasePhase 1 Tenant Improvement package and certain landscaping), and (ii) to occur on or before January 1the Phase 1 Tenant Improvements shall be deemed "substantially complete" at such time as Contractor has completed work in accordance with the Phase 1 Plans, 2009as certified by Designer (which certification shall be obtained promptly by Lessor upon such substantial completion), and Lessee has obtained a final or temporary certificate of occupancy from the City of Carlsbad, subject only to the completion or correction of items on the Designer's punch list. The Premises shall cooperate therewith be deemed Substantially Complete even though certain portions of the Premises which do not interfere with Lessee's efficient conduct of its business in the timely performance Premises have not been fully completed, and even though Lessee's furniture, telephones, telexes, telecopiers, photocopy machines, computers and other office machines or equipment have not been installed, the purchase and installation of its obligations hereunderwhich shall be Lessee's sole responsibility; provided, however, that Lessor shall permit Lessee reasonable access to the Premises prior to the substantial completion of the Phase 1 Tenant Improvements to install such equipment and trade fixtures. The actual date of Substantial Completion Lessor shall not impact cause the Punchlist items to be corrected as soon as reasonably possible and practical. Lessor shall direct Contractor to clean the Premises prior to the Commencement Date Date, including removal of all rubbish and debris to leave the Premises in a manner consistent with the commencement of business from first-class office premises, the cost of which shall be part of the Term of the Lease, but no rent shall be payable under the Lease by Lessee until Substantial Completion has occurred except to the extent of Lessee’s breach of its obligations hereunder or due to a delay arising from a Change Order requested by Lessee as provided belowTotal Cost. a. b. If Lessee delays the date of Substantial Completion due to Change Orders or the non-timely response to clarification or direction requested by the Designer, Contractor or Lessor, such delays shall not cause any delay in the Commencement Date of the Lease nor shall it delay Lessee’s 's obligation to pay rent for the Premises. b. c. Whenever possible and practical, Lessor will utilizecause to be utilized, for the construction of the Tenant Improvements, the items and materials designated in the Plans. However, whenever Lessor determines in its judgment that it is not practical or efficient to use such materials, Lessor shall have the right right, upon receipt of Lessee's consent, which consent shall not be unreasonably withheld or delayed, to cause Contractor to substitute comparable items and materials. HoweverIf Lessee refuses to grant such consent, if and Lessor is delayed in causing the Tenant Improvements to be Substantially Complete because of Lessee's failure to permit the substitution of comparable items and materials, such substitute materials increase the cost of construction or operate to delay Substantial Completion, then Lessor shall not make such substitution without the consent of Lessee. c. If the date of Substantial Completion occurs before the scheduled Commencement Date, then Lessee shall be entitled to occupy the Premises during the period commencing on the date of Substantial Completion and ending on delay the Commencement Date without payment of monthly Base Rent or Operating Expenses during such period, but all other obligations of Lessee under Lessee's obligation to pay rent for the Lease shall apply. The foregoing shall be without prejudice to Lessee’s early occupancy rights under the LeasePremises.

Substantially Complete. Lessor Landlord shall use diligent efforts reasonably endeavor to cause Substantial Completion deliver the Premises to Tenant so Tenant can commence construction of the Tenant Improvements no later than November 1, 2015, and the Estimated Term Commencement Date shall be extended on a day-for-day basis for each day after November 1, 2015 that Landlord fails to deliver the Premises to Tenant (other than as a result of any delay caused by Tenant or its affiliates or their respective employees, contractors or agents). Notwithstanding anything to the contrary, if Landlord fails to deliver the Premises to Tenant in the condition required by this Lease by January 1, 2016, then Tenant shall be entitled to a credit equal to one (1) day of Rent for every day after January 1, 2016 that Landlord fails to deliver the Premises to Tenant, which credits shall be applied to Rent first owing after the initial three (3) months of abated Rent as set forth in Section 2.3. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) Business Days after the Term Commencement Date, in the form attached as Exhibit C hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in Section 50 of the Lease) to occur on or before January 1Work Letter), 2009, and Lessee shall cooperate therewith in the timely performance of its obligations hereunder. The actual date of Substantial Completion shall not impact the Commencement Date of the Term of the Lease, but no rent shall be payable under the Lease by Lessee until Substantial Completion has occurred except to the extent of Lessee’s breach of its obligations hereunder or due to a delay arising from a Change Order requested by Lessee as provided belowfor minor punch list items. a. If Lessee delays the date of Substantial Completion due to Change Orders or the non-timely response to clarification or direction requested by the Designer, Contractor or Lessor, such delays shall not cause any delay in the Commencement Date of the Lease nor shall it delay Lessee’s obligation to pay rent for the Premises. b. Whenever possible and practical, Lessor will utilize, for the construction of the Tenant Improvements, the items and materials designated in the Plans. However, whenever Lessor determines in its judgment that it is not practical or efficient to use such materials, Lessor shall have the right to substitute comparable items and materials. However, if such substitute materials increase the cost of construction or operate to delay Substantial Completion, then Lessor shall not make such substitution without the consent of Lessee. c. If the date of Substantial Completion occurs before the scheduled Commencement Date, then Lessee shall be entitled to occupy the Premises during the period commencing on the date of Substantial Completion and ending on the Commencement Date without payment of monthly Base Rent or Operating Expenses during such period, but all other obligations of Lessee under the Lease shall apply. The foregoing shall be without prejudice to Lessee’s early occupancy rights under the Lease.