Upon Completion. Contact Landlord's property manager to coordinate turning in of keys, utility changeover and obtaining of final Landlord inspection of Premises. (a) Landlord agrees to furnish or perform at Landlord's sole cost and expense those items of construction and those improvements specified below: · Landlord’s Tenant Improvement Work outlined in those certain construction plans and drawings prepared by HPA Architectures as outlined on Exhibit D attached hereto and in reference incorporated herein; and · Shell Building Specifications as outlined on Exhibit D attached hereto and by reference incorporated herein. All of the foregoing improvements, except for the warehouse lights, the dock equipment fit out, the evaporative system and related electrical and water, and the warehouse heaters, are referred to in this Lease as the "Base Building Improvements." The warehouse lights, the dock equipment fit out, the evaporative system and related electrical and water, and the warehouse heaters are referred to in this Lease as the “Final Scope.” The Base Building Improvements and the Final Scope are sometimes referred to collectively as the “Initial Improvements.” (b) If Tenant shall desire any changes, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of making any changes to the Initial Improvements which Tenant may request and which Landlord may agree to shall be at Tenant's sole cost and expense and shall be paid to Landlord upon demand and before execution of the change order. Landlord and Tenant mutually agree to act in good faith, reasonably, and expeditiously when proposing and reviewing change order requests. Any Tenant change orders must be approved in writing by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or such other person identified in writing by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or an authorized officer of Tenant). (c) Landlord shall proceed with and complete the construction of the Initial Improvements. As soon as such Base Building Improvements and the Final Scope, as applicable, have been Substantially Completed, Landlord shall notify Tenant in writing of the date that the Base Building Improvements and the Final Scope, respectively, were Substantially Completed. The Base Building Improvements and the Final Scope, as applicable, shall be deemed substantially completed ("Substantially Completed") when, all elements of the Base Building Improvements and the Final Scope, as applicable, are in substantial compliance with the scope of work, as evidenced by an architect’s certificate of substantial completion, and the issuance of a certificate of occupancy, temporary or otherwise, or a permit inspection card or other documentation from the governing municipality indicating that Landlord's Initial Improvement work has been inspected and approved. Tenant's occupancy for the conduct of its normal business operations shall also cause the Initial Improvements to be deemed Substantially Completed. Tenant acknowledges and agrees that obtaining any necessary governmental approvals for Tenant’s racking, Trade Fixtures and Tenant-Made Alterations are Tenant’s responsibility at its sole cost, shall not be a condition for Substantial Completion, and Landlord has no obligation to obtain a certificate of occupancy, temporary or otherwise, or a permit inspection card or other documentation for such Tenant work. In the event Tenant, its employees, agents, or contractors cause construction of such improvements to be delayed, the date of Substantial Completion shall be deemed to be the date that, in the opinion of the project architect exercising reasonable judgment, Substantial Completion would have occurred if such delays had not taken place. All components of the Base Building Improvements are targeted to be Substantially Completed by April 1, 2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Initial Delivery Date”). Following the Initial Delivery Date, Tenant shall have Early Access (as defined and in compliance with Paragraph 2 of the Lease) to the Premises on or before April 1, 2015, as such date may be extended due to Force Majeure and Tenant caused delays. The Final Scope shall be Substantially Completed by May 28, 2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Final Delivery Date”). Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant's request for any changes in the plans, Tenant’s Additional Improvements, Tenant's request for long lead items or Tenant's interference with the construction of the Base Building Improvements, and such delays shall not cause a deferral of the Commencement Date beyond what it otherwise would have been. Subject to any delay to the extent caused by Tenant and/or Force Majeure, if the Initial Improvements are not Substantially Completed and/or the Landlord does not deliver possession of the Premises to Tenant within ten (10) days following the Final Delivery Date (the “Final Penalty Date”), Tenant shall receive one (1) day of free Base Rent for each day after the Final Penalty Date, until the Initial Improvements are Substantially Completed. After the date the Initial Improvements are Substantially Complete Tenant shall, upon demand, (i) execute and deliver to Landlord a letter of acceptance of delivery of the Initial Improvements or (ii) provide Landlord with any deficiencies with delivery of the Initial Improvements, which Landlord shall promptly correct. (d) The failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of rent by Tenant. Subject to applicable ordinances and building codes governing Tenant's right to occupy or perform in the Premises, Tenant shall be allowed to install its tenant improvements, machinery, equipment, fixtures, or other property on the Premises during the final stages of completion of construction provided that Tenant does not thereby materially interfere with the completion of construction or cause any labor dispute as a result of such installations, and provided further that Tenant does hereby agree to indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the Project or the property of Landlord, its contractors, subcontractors, or materialmen, and any death or personal injury to any person or persons arising out of Tenant’s or its employees’, agents’, contractors’ or subcontractors’ performance of such installations, unless any such loss, damage, liability, death, or personal injury was caused by Landlord's negligence. Any such occupancy or performance in the Premises shall be in accordance with the provisions governing Tenant‑Made Alterations and Trade Fixtures in the Lease, and shall be subject to Tenant providing to Landlord satisfactory evidence of insurance for personal injury and property damage related to such installations and satisfactory payment arrangements with respect to installations permitted hereunder. Delay in putting Tenant in possession of the Premises shall not serve to extend the term of this Lease or to make Landlord liable for any damages arising therefrom. (a) Provided that as of the time of the giving of the First Extension Notice and the Commencement Date of the First Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term for an additional term of 5 years (such additional term is hereinafter called the "First Extension Term") commencing on the day following the expiration of the Lease Term (hereinafter referred to as the "Commencement Date of the First Extension Term"). Tenant shall give Landlord notice (hereinafter called the "First Extension Notice") of its election to extend the term of the Lease Term at least 9 months, but not more than 12 months, prior to the scheduled expiration date of the Lease Term. (b) Provided that as of the time of the giving of the Second Extension Notice and the Commencement Date of the Second Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both and provided Tenant has exercised its option for the First Extension Term; then Tenant shall have the right to extend the Lease Term for an additional term of 5 years (such additional term is hereinafter called the "Second Extension Term") commencing on the day following the expiration of the First Extension Term (hereinafter referred to as the "Commencement Date of the Second Extension Term"). Tenant shall give Landlord notice (hereinafter called the "Second Extension Notice") of its election to extend the term of the Lease Term at least 9 months, but not more than 12 months, prior to the scheduled expiration date of the First Extension Term. (c) The Base Rent payable by Tenant to Landlord during the First Extension Term shall be the greater of: (i) The Base Rent applicable to the last year of the initial Lease term, and (ii) The then Fair Market Rent as defined below. (d) The Base Rent payable by Tenant to Landlord during the Second Extension Term shall be the greater of: (i) The Base Rent applicable to the last year of the First Extension Term, and (ii) The then Fair Market Rent as defined below. (e) The term "Fair Market Rent" shall mean the Base Rent, expressed as an annual rent per square foot of floor area, which Landlord would have received from leasing the Premises for the First Extension Term, or Second Extension Term (whichever is applicable) to an unaffiliated person which is not then a tenant in the Project, assuming that such space were to be delivered in "as-is" condition, and taking into account the rental which such other tenant would most likely have paid for such premises, including market escalations, provided that Fair Market Rent shall not in any event be less than the Base Rent for the Premises as of the expiration of the Lease Term. Fair Market Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord's not having to find a new tenant for the Premises (including without limitation brokerage commissions, cost of improvements necessary to prepare the space for such tenant's occupancy, rent concession, or lost rental income during any vacancy period). Fair Market Rent means only the rent component defined as Base Rent in the Lease and does not include reimbursements and payments by Tenant to Landlord with respect to Operating Expenses and other items payable or reimbursable by Tenant under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to pay and reimburse Landlord as set forth in the Lease with respect to such Operating Expenses and other items with respect to the Premises during the First Extension Term or Second Extension Term (whichever is applicable). The arbitration process described below shall be limited to the determination of the Base Rent and shall not affect or otherwise reduce or modify the Tenant's obligation to pay or reimburse Landlord for such Operating Expenses and other reimbursable items.
Appears in 1 contract
Sources: Lease Agreement (Systemax Inc)
Upon Completion. Contact Landlord's ’s property manager to coordinate turning in of keys, utility changeover and obtaining of final Landlord inspection of PremisesPremises which, in turn, will facilitate refund of Security Deposit.
(a) Landlord agrees to furnish or perform at Landlord's ’s sole cost and expense those items of construction and those improvements specified below: · Landlord’s Tenant Improvement Work outlined in those certain construction plans and drawings prepared by HPA Architectures as outlined on Exhibit D attached hereto and in reference incorporated herein; and · Shell Building Specifications as outlined on Exhibit D attached hereto and by reference incorporated herein. All of the foregoing improvements, except for the warehouse lights, the dock equipment fit out, the evaporative system and related electrical and water, and the warehouse heaters, are referred to in this Lease as the "Base Building Improvements." The warehouse lights, the dock equipment fit out, the evaporative system and related electrical and water, and the warehouse heaters are referred to in this Lease as the “Final Scope.” The Base Building Improvements and the Final Scope are sometimes referred to collectively as (the “Initial Improvements.”) specified below: • Drive-in ramp at the location as shown on Exhibit D as “R” • Replace carpet with VCT in the area shown on Exhibit D as “Open Office, 51’ x 30’”
(b) If Tenant shall desire any changes, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of making any changes to the Initial Improvements which Tenant may request and which Landlord may agree to shall be at Tenant's ’s sole cost and expense and shall be paid to Landlord upon demand and before execution of the change order. Landlord and Tenant mutually agree to act in good faith, reasonably, and expeditiously when proposing and reviewing change order requests. Any Tenant change orders must be approved in writing by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or such other person identified in writing by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or an authorized officer of Tenant).
(c) Landlord shall proceed with and complete the construction of the Initial Improvements. As soon as such Base Building Improvements and the Final Scope, as applicable, improvements have been Substantially Completed, Landlord shall notify Tenant in writing of the date that the Base Building Initial Improvements and the Final Scope, respectively, were Substantially Completed. The Base Building Initial Improvements and the Final Scope, as applicable, shall be deemed substantially completed ("“Substantially Completed"”) when, all elements in the opinion of the Base Building Improvements and the Final Scope, as applicable, are in substantial compliance with the scope construction manager (whether an employee or agent of work, as evidenced by an architect’s certificate of substantial completion, and the issuance of a certificate of occupancy, temporary or otherwise, Landlord or a permit inspection card or other documentation from the governing municipality indicating that Landlord's Initial Improvement work has been inspected and approved. Tenant's occupancy for the conduct of its normal business operations shall also cause third party construction manager) (“Construction Manager”), the Initial Improvements to be deemed Substantially Completed. Tenant acknowledges and agrees that obtaining are substantially completed except for punch list items which do not prevent in any necessary governmental approvals material way the use of the Initial Improvements for Tenant’s racking, Trade Fixtures and Tenant-Made Alterations are Tenant’s responsibility at its sole cost, shall not be a condition the purposes for Substantial Completion, and Landlord has no obligation to obtain a certificate of occupancy, temporary or otherwise, or a permit inspection card or other documentation for such Tenant workwhich they were intended. In the event Tenant, its employees, agents, or contractors cause construction of such improvements to be delayed, the date of Substantial Completion shall be deemed to be the date that, in the opinion of the project architect exercising reasonable judgmentConstruction Manager, Substantial Completion would have occurred if such delays had not taken place. All components of the Base Building Improvements are targeted to be Substantially Completed by April 1, 2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Initial Delivery Date”). Following the Initial Delivery Date, Tenant shall have Early Access (as defined and in compliance with Paragraph 2 of the Lease) to the Premises on or before April 1, 2015, as such date may be extended due to Force Majeure and Tenant caused delays. The Final Scope shall be Substantially Completed by May 28, 2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Final Delivery Date”). Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant's ’s request for any changes in the plans, Tenant’s Additional Improvements, Tenant's request for long lead items or Tenant's ’s interference with the construction of the Base Building Initial Improvements, and such delays shall not cause a deferral of the Commencement Date beyond what it otherwise would have been. Subject to any delay to the extent caused by Tenant and/or Force Majeure, if the Initial Improvements are not Substantially Completed and/or the Landlord does not deliver possession of the Premises to Tenant within ten (10) days following the Final Delivery Date (the “Final Penalty Date”), Tenant shall receive one (1) day of free Base Rent for each day after the Final Penalty Date, until the Initial Improvements are Substantially Completed. After the date the Initial Improvements are Substantially Complete Tenant shall, upon demand, (i) execute and deliver to Landlord a letter of acceptance of delivery of the Initial Improvements. In the event of any dispute as to the Initial Improvements or (ii) provide Landlord with any deficiencies with delivery the certificate of the Initial Improvements, which Landlord Construction Manager shall promptly correctbe conclusive absent manifest error.
(d) The failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of rent by Tenant. Subject to applicable ordinances and building codes governing Tenant's ’s right to occupy or perform in the Premises, Tenant shall be allowed to install its tenant improvements, machinery, equipment, fixtures, or other property on the Premises during the final stages of completion of construction provided that Tenant does not thereby materially interfere with the completion of construction or cause any labor dispute as a result of such installations, and provided further that Tenant does hereby agree to indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the Project or the property of Landlord, its contractors, subcontractors, or materialmen, and any death or personal injury to any person or persons arising out of Tenant’s or its employees’, agents’, contractors’ or subcontractors’ performance of such installations, unless any such loss, damage, liability, death, or personal injury was caused by Landlord's ’s negligence. Any such occupancy or performance in the Premises shall be in accordance with the provisions governing Tenant‑Made Alterations and Trade Fixtures in the Lease, and shall be subject to Tenant providing to Landlord satisfactory evidence of insurance for personal injury and property damage related to such installations and satisfactory payment arrangements with respect to installations permitted hereunder. Delay in putting Tenant in possession of the Premises shall not serve to extend the term of this Lease or to make Landlord liable for any damages arising therefrom.
(a) . Provided that as of the time of the giving of the First Extension Notice and the Commencement Date of the First Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists has occurred, exists, or would exist but for the passage of time time, Landlord further agrees that if after the first ninety (90) days of the Lease Term, with respect to rooftop HVAC units identified as RTU #3 (CARRIER 48TJD009611 4696G30228) and ▇▇▇ #▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ N34101607D), Tenant shall be responsible for the repair and replacement of such heating, ventilation or air conditioning equipment (or a component thereof) throughout the giving initial Lease Term for the first $1,000.00 per unit per occurrence (in addition to the costs incurred by Tenant for the quarterly maintenance service contract required herein), and for all costs in excess thereof, Landlord and Tenant shall split such excess costs on a 50/50 basis; provided that (a) Tenant has met the obligations to maintain the Office HVAC units in accordance with the Lease, and (b) such failure or repair is not the result of noticeTenant’s negligence or misuse. This provision shall only be applicable during the initial Lease Term, and Landlord’s obligations under this provision are contingent upon Tenant providing reasonably acceptable proof that Tenant has maintained an HVAC service contract in compliance with the HVAC Maintenance Contract of the Lease for the duration of the initial Lease Term.
1. The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or both; then its agents, or used by them for any purpose other than ingress and egress to and from the Premises.
2. Tenant shall have not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project.
3. Except for seeing-eye dogs, no animals shall be allowed in the offices, halls, or corridors in the Project.
4. Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.
5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant’s expense.
6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Project.
7. Parking any type of recreational vehicles is specifically prohibited on or about the Project. Further, parking any type of trucks, trailers or other vehicles in the Building is specifically prohibited. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord or in the Lease.
8. Tenant shall maintain the Premises free from rodents, insects and other pests.
9. Landlord reserves the right to extend exclude or expel from the Lease Term Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.
10. Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for an additional term any loss of 5 years (such additional term is hereinafter called the "First Extension Term") commencing property on the day following Premises, however occurring, or for any damage done to the expiration effects of Tenant by the Lease Term (hereinafter referred to as the "Commencement Date of the First Extension Term")janitors or any other employee or person.
11. Tenant shall give Landlord prompt notice (hereinafter called of any defects in the "First Extension Notice") of its election to extend water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting the term of the Lease Term at least 9 months, but not more than 12 months, prior to the scheduled expiration date of the Lease TermPremises.
(b) Provided that as of the time of the giving of the Second Extension Notice and the Commencement Date of the Second Extension Term, (x) 12. Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to shall not permit storage outside the Premises, and (z) no Event or dumping of Default exists waste or would exist but for refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the passage of time or the giving of notice, or both and provided Tenant has exercised its option for the First Extension Term; then Tenant shall have the right to extend the Lease Term for an additional term of 5 years (such additional term is hereinafter called the "Second Extension Term") commencing on the day following the expiration of the First Extension Term (hereinafter referred to as the "Commencement Date of the Second Extension Term"). Tenant shall give Landlord notice (hereinafter called the "Second Extension Notice") of its election to extend the term of the Lease Term at least 9 months, but not more than 12 months, prior to the scheduled expiration date of the First Extension TermPremises.
(c) The Base Rent payable 13. All moveable trash receptacles provided by Tenant to Landlord during the First Extension Term shall be the greater of:
(i) The Base Rent applicable to the last year of the initial Lease term, and
(ii) The then Fair Market Rent as defined below.
(d) The Base Rent payable by Tenant to Landlord during the Second Extension Term shall be the greater of:
(i) The Base Rent applicable to the last year of the First Extension Term, and
(ii) The then Fair Market Rent as defined below.
(e) The term "Fair Market Rent" shall mean the Base Rent, expressed as an annual rent per square foot of floor area, which Landlord would have received from leasing the Premises for the First Extension Term, or Second Extension Term (whichever is applicable) to an unaffiliated person which is not then a tenant in the Project, assuming that such space were to be delivered in "as-is" condition, and taking into account the rental which such other tenant would most likely have paid for such premises, including market escalations, provided that Fair Market Rent shall not in any event be less than the Base Rent trash disposal firm for the Premises as of must be kept in the expiration of trash enclosure areas, if any, provided for that purpose.
14. No auction, public or private, will be permitted on the Lease TermPremises or the Project.
15. Fair Market Rent No awnings shall not be reduced by reason of any costs or expenses saved by Landlord by reason placed over the windows in the Premises except with the prior written consent of Landlord's not having to find a new tenant for the Premises (including without limitation brokerage commissions, cost of improvements necessary to prepare the space for such tenant's occupancy, rent concession, or lost rental income during any vacancy period). Fair Market Rent means only the rent component defined as Base Rent in the Lease and does not include reimbursements and payments by Tenant to Landlord with respect to Operating Expenses and other items payable or reimbursable by Tenant under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to pay and reimburse Landlord as set forth in the Lease with respect to such Operating Expenses and other items with respect to the Premises during the First Extension Term or Second Extension Term (whichever is applicable). The arbitration process described below shall be limited to the determination of the Base Rent and shall not affect or otherwise reduce or modify the Tenant's obligation to pay or reimburse Landlord for such Operating Expenses and other reimbursable items.
Appears in 1 contract
Sources: Lease Agreement (Sphere 3D Corp)
Upon Completion. Contact Landlord's ’s property manager to coordinate turning in of keys, utility changeover and obtaining of final Landlord inspection of PremisesPremises which, in turn, will facilitate refund of Security Deposit.
(a) Landlord agrees to furnish or perform at Landlord's ’s sole cost and expense those items of construction and those improvements specified below: · Landlord’s Tenant Improvement Work outlined in those certain construction plans and drawings prepared by HPA Architectures as outlined on Exhibit D attached hereto and in reference incorporated herein; and · Shell Building Specifications as outlined on Exhibit D attached hereto and by reference incorporated herein. All of the foregoing improvements, except for the warehouse lights, the dock equipment fit out, the evaporative system and related electrical and water, and the warehouse heaters, are referred to in this Lease as the "Base Building Improvements." The warehouse lights, the dock equipment fit out, the evaporative system and related electrical and water, and the warehouse heaters are referred to in this Lease as the “Final Scope.” The Base Building Improvements and the Final Scope are sometimes referred to collectively as (the “Initial Improvements”) specified below within forty-five (45) days of the Effective Date, subject to Force Majeure. The Initial Improvements shall be constructed in a good and workmanlike manner and in accordance with Legal Requirements: • Increase the existing power to the Premises from 200 amps to 600 amps @ 277/480v. The new panel shall be installed at a convenient location within the Premises. Tenant shall be responsible for distribution of power within the Premises.”
(b) If Tenant shall desire any changes, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all increased costs of making resulting from any changes to the Initial Improvements which Tenant may request and which Landlord may agree to shall be at Tenant's ’s sole cost and expense and shall be paid to Landlord upon demand and before execution of the change order. Landlord and Tenant mutually agree to act in good faith, reasonably, and expeditiously when proposing and reviewing change order requests. Any Tenant change orders must be approved in writing by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or such other person identified in writing by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or an authorized officer of Tenant).
(c) Landlord shall proceed with and complete the construction of the Initial Improvements. As soon as such Base Building Improvements and the Final Scope, as applicable, improvements have been Substantially Completed, Landlord shall notify Tenant in writing of the date that the Base Building Initial Improvements and the Final Scope, respectively, were Substantially Completed. The Base Building Initial Improvements and the Final Scope, as applicable, shall be deemed substantially completed ("“Substantially Completed"”) when, all elements in the opinion of the Base Building Improvements and the Final Scope, as applicable, are in substantial compliance with the scope construction manager (whether an employee or agent of work, as evidenced by an architect’s certificate of substantial completion, and the issuance of a certificate of occupancy, temporary or otherwise, Landlord or a permit inspection card or other documentation from the governing municipality indicating that Landlord's Initial Improvement work has been inspected and approved. Tenant's occupancy for the conduct of its normal business operations shall also cause third party construction manager) (“Construction Manager”), the Initial Improvements to be deemed Substantially Completed. Tenant acknowledges and agrees that obtaining are substantially completed except for punch list items which do not prevent in any necessary governmental approvals material way the use of the Initial Improvements for Tenant’s racking, Trade Fixtures and Tenant-Made Alterations are Tenant’s responsibility at its sole cost, shall not be a condition the purposes for Substantial Completion, and Landlord has no obligation to obtain a certificate of occupancy, temporary or otherwise, or a permit inspection card or other documentation for such Tenant workwhich they were intended. In the event Tenant, its employees, agents, or contractors cause construction of such improvements to be delayed, the date of Substantial Completion shall be deemed to be the date that, in the opinion of the project architect exercising reasonable judgmentConstruction Manager, Substantial Completion would have occurred if such delays had not taken place. All components of the Base Building Improvements are targeted to be Substantially Completed by April 1, 2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Initial Delivery Date”). Following the Initial Delivery Date, Tenant shall have Early Access (as defined and in compliance with Paragraph 2 of the Lease) to the Premises on or before April 1, 2015, as such date may be extended due to Force Majeure and Tenant caused delays. The Final Scope shall be Substantially Completed by May 28, 2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Final Delivery Date”). Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant's ’s request for any changes in the plans, Tenant’s Additional Improvements, Tenant's request for long lead items or Tenant's ’s interference with the construction of the Base Building Initial Improvements, and such delays shall not cause a deferral of the Commencement Date beyond what it otherwise would have been. Subject to any delay to the extent caused by Tenant and/or Force Majeure, if the Initial Improvements are not Substantially Completed and/or the Landlord does not deliver possession of the Premises to Tenant within ten (10) days following the Final Delivery Date (the “Final Penalty Date”), Tenant shall receive one (1) day of free Base Rent for each day after the Final Penalty Date, until the Initial Improvements are Substantially Completed. After the date the Initial Improvements are Substantially Complete Tenant shall, upon demand, (i) execute and deliver to Landlord a letter of acceptance of delivery of the Initial Improvements. In the event of any dispute as to the Initial Improvements or (ii) provide Landlord with any deficiencies with delivery the certificate of the Initial Improvements, which Landlord Construction Manager shall promptly correctbe conclusive absent manifest error.
(d) The failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of rent by Tenant. Subject to applicable ordinances and building codes governing Tenant's ’s right to occupy or perform in the Premises, Tenant shall be allowed to install its tenant improvementsTenant Improvements, machinery, equipment, fixtures, or other property on the Premises during the final stages of completion of construction provided that Tenant does not thereby materially interfere with the completion of construction or cause any labor dispute as a result of such installations, and provided further that Tenant does hereby agree to indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the Project or the property of Landlord, its contractors, subcontractors, or materialmen, and any death or personal injury to any person or persons arising out of Tenant’s or its employees’, agents’, contractors’ or subcontractors’ performance of such installations, unless any such loss, damage, liability, death, or personal injury was caused by Landlord's ’s negligence, willful misconduct or violation of this Lease. Any such occupancy or performance in the Premises shall be in accordance with the provisions governing Tenant‑Made Tenant-Made Alterations and Trade Fixtures in the Lease, and shall be subject to Tenant providing to Landlord satisfactory evidence of insurance for personal injury and property damage related to such installations and satisfactory payment arrangements with respect to installations permitted hereunder. Delay Except as expressly set forth in Section 2 of the Lease, delay in putting Tenant in possession of the Premises shall not serve to extend the term of this Lease or to make Landlord liable for any damages arising therefrom.
(a) Provided that as of the time of the giving of the First Extension Notice and the Commencement Date of the First Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term for an additional term of 5 years (such additional term is hereinafter called the "First Extension Term") commencing on the day following the expiration of the Lease Term (hereinafter referred to as the "Commencement Date of the First Extension Term"). Tenant shall give Landlord notice (hereinafter called the "First Extension Notice") of its election to extend the term of the Lease Term at least 9 months, but not more than 12 months, prior to the scheduled expiration date of the Lease Term.
(b) Provided that as of the time of the giving of the Second Extension Notice and the Commencement Date of the Second Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both and provided Tenant has exercised its option for the First Extension Term; then Tenant shall have the right to extend the Lease Term for an additional term of 5 years (such additional term is hereinafter called the "Second Extension Term") commencing on the day following the expiration of the First Extension Term (hereinafter referred to as the "Commencement Date of the Second Extension Term"). Tenant shall give Landlord notice (hereinafter called the "Second Extension Notice") of its election to extend the term of the Lease Term at least 9 months, but not more than 12 months, prior to the scheduled expiration date of the First Extension Term.
(c) The Base Rent payable by Tenant to Landlord during the First Extension Term shall be the greater of:
(i) The Base Rent applicable to the last year of the initial Lease term, and
(ii) The then Fair Market Rent as defined below.
(d) The Base Rent payable by Tenant to Landlord during the Second Extension Term shall be the greater of:
(i) The Base Rent applicable to the last year of the First Extension Term, and
(ii) The then Fair Market Rent as defined below.
(e) The term "Fair Market Rent" shall mean the Base Rent, expressed as an annual rent per square foot of floor area, which Landlord would have received from leasing the Premises for the First Extension Term, or Second Extension Term (whichever is applicable) to an unaffiliated person which is not then a tenant in the Project, assuming that such space were to be delivered in "as-is" condition, and taking into account the rental which such other tenant would most likely have paid for such premises, including market escalations, provided that Fair Market Rent shall not in any event be less than the Base Rent for the Premises as of the expiration of the Lease Term. Fair Market Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord's not having to find a new tenant for the Premises (including without limitation brokerage commissions, cost of improvements necessary to prepare the space for such tenant's occupancy, rent concession, or lost rental income during any vacancy period). Fair Market Rent means only the rent component defined as Base Rent in the Lease and does not include reimbursements and payments by Tenant to Landlord with respect to Operating Expenses and other items payable or reimbursable by Tenant under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to pay and reimburse Landlord as set forth in the Lease with respect to such Operating Expenses and other items with respect to the Premises during the First Extension Term or Second Extension Term (whichever is applicable). The arbitration process described below shall be limited to the determination of the Base Rent and shall not affect or otherwise reduce or modify the Tenant's obligation to pay or reimburse Landlord for such Operating Expenses and other reimbursable items.
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Sources: Lease Agreement (Supernova Partners Acquisition Co II, Ltd.)