GIVING OF SUCH RESCISSION NOTICE), PROVIDED THAT DELIVERY OF SUCH OFFER SPACE
SHALL NOT OCCUR WITHIN SUCH THIRTY (30) DAY PERIOD, IN WHICH CASE SUCH
RESCISSION NOTICE SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.
THE PARTIES
HERETO ACKNOWLEDGE AND AGREE THAT SUCH RESCISSION RIGHT SHALL BE TENANT'S SOLE
AND EXCLUSIVE REMEDY IF LANDLORD SHALL BE UNABLE TO DELIVER POSSESSION OF THE
OFFER SPACE TO TENANT FOR ANY REASON ON OR BEFORE THE OFFER SPACE OUTSIDE DATE,
AND THAT LANDLORD SHALL HAVE NO OTHER LIABILITY FOR FAILURE TO GIVE TENANT
POSSESSION OF THE OFFER SPACE.
(G)
IF TENANT FAILS TIMELY TO GIVE AN ACCEPTANCE
NOTICE, THEN (I) LANDLORD MAY ENTER INTO ONE OR MORE LEASES OF THE PARTICULAR
OFFER SPACE WITH RESPECT TO WHICH TENANT DID NOT GIVE AN ACCEPTANCE NOTICE WITH
THIRD PARTIES ON SUCH TERMS AND CONDITIONS AS LANDLORD SHALL DETERMINE, THE
OFFER SPACE OPTION WITH RESPECT ONLY TO THE PARTICULAR SPACE THAT WAS THE
SUBJECT OF THE OFFER NOTICE SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND
EFFECT AND LANDLORD SHALL HAVE NO FURTHER OBLIGATION TO OFFER SUCH PORTION OF
THE OFFER SPACE TO TENANT.
(H)
PROMPTLY AFTER THE OCCURRENCE OF THE OFFER
SPACE INCLUSION DATE, LANDLORD AND TENANT SHALL CONFIRM THE OCCURRENCE THEREOF
AND THE INCLUSION OF THE OFFER SPACE IN THE PREMISES BY EXECUTING AN INSTRUMENT
REASONABLY SATISFACTORY TO LANDLORD AND TENANT; PROVIDED, THAT FAILURE BY
LANDLORD OR TENANT TO EXECUTE SUCH INSTRUMENT SHALL NOT AFFECT THE INCLUSION OF
THE OFFER SPACE IN THE PREMISES IN ACCORDANCE WITH THIS SECTION 37.01.
ARTICLE 38
LANDLORD'S WORK ALLOWANCE
38.01
(A)
SUBJECT TO THE
TERMS AND CONDITIONS HEREINAFTER SET FORTH, LANDLORD SHALL PROVIDE A
CONSTRUCTION ALLOWANCE ("LANDLORD'S CONTRIBUTION") TO REIMBURSE TENANT FOR
TENANT'S COST OF PREPARING THE PREMISES FOR TENANT'S OCCUPANCY THEREOF DURING
THE TERM ("TENANT'S WORK"), IN AN AGGREGATE AMOUNT NOT TO EXCEED TWO MILLION ONE
HUNDRED NINETY THOUSAND TWENTY
($2,190,020) DOLLARS.
LANDLORD SHALL FUND THE
PORTION OF LANDLORD'S CONTRIBUTION FROM TIME TO TIME BEING REQUISITIONED BY
TENANT IN THE MANNER SET FORTH IN SECTION 38.01(B) BELOW, BUT ONLY IF ALL OF THE
FOLLOWING CONDITIONS SHALL HAVE BEEN SATISFIED:
(I)
TENANT SHALL NOT BE IN DEFAULT OF ANY OF
THE TERMS, COVENANTS OR CONDITIONS TO BE PERFORMED OR OBSERVED BY TENANT UNDER
THIS LEASE (PROVIDED THAT IF TENANT SHALL CURE SUCH DEFAULT, TENANT SHALL AGAIN
BE ELIGIBLE TO RECEIVE LANDLORD'S CONTRIBUTION);
(II)
TENANT SHALL HAVE OBTAINED, AND AT ALL
TIMES DURING THE CONSTRUCTION PERIOD SHALL MAINTAIN, ALL NECESSARY AND
APPROPRIATE PERMITS, LICENSES, AUTHORIZATIONS AND APPROVALS AS MAY THEN BE
REQUIRED BY ANY GOVERNMENTAL AUTHORITIES HAVING OR ASSERTING JURISDICTION IN
CONNECTION WITH SUCH CONSTRUCTION, AND SHALL HAVE DELIVERED TRUE COPIES THEREOF
TO LANDLORD; AND
(III)
TENANT SHALL HAVE DELIVERED TO LANDLORD, FOR
APPROVAL BY LANDLORD: (X) A COMPLETED REQUISITION FOR PAYMENT (IN FORM ISSUED BY
THE AMERICAN INSTITUTE OF
84
ARCHITECTS), CERTIFIED AND SWORN TO BY AN OFFICER OF TENANT AND TENANT'S
ARCHITECT STATING OR ACCOMPANIED BY:
(1) THE AMOUNT BEING