Force Majeure Delays and Landlord Delays shall delay the Rent Commencement Date on a day for day basis in the event that substantial completion of the Tenant Improvements is delayed despite Tenant’s reasonable efforts to adapt and compensate for such delays. In addition, no Force Majeure Delays or Landlord Delays shall be deemed to have occurred unless Tenant has provided written notice, in compliance with the Lease, to Landlord specifying that a delay shall be deemed to have occurred because of actions, inactions or circumstances specified in the notice in reasonable detail. If such actions, inactions or circumstances are not cured by Landlord within one (1) business day of receipt of such notice (“Count Date”), and if such actions, inactions or circumstances otherwise qualify as force Majeure Delay or Landlord Delay, then a Force Majeure Delay or Landlord Delay, as applicable, shall be deemed to have occurred commencing as of the Count Date.
Force Majeure Delays. Notwithstanding any provision of this [Exhibit B] to the contrary, in the event that Tenant or Landlord claims that it has suffered a Force Majeure Delay, Tenant or Landlord, as applicable, shall, as a condition of the effectiveness of such Force Majeure Delay, within ten (10) Business Days following a determination by Tenant or Landlord that a Force Majeure Delay has occurred, notify the other in writing of the existence of such Force Majeure Delay. Tenant or Landlord, as applicable, shall not be entitled to commence the incurrence of any Force Majeure Delay any earlier than three business days prior to the actual issuance of such notice.
Tenant Delay; Force Majeure Delay. As used herein, the term "Tenant Delay" shall mean # the failure of Tenant to approve or disapprove any matter (if any) requiring Tenant's approval relating to the construction of the Base, Shell and Core within the time periods therefor specified in this Work Letter (or if no time period is specified, then within three (3) business days of request); # unreasonable (when judged in accordance with industry custom and practice) interference by Tenant, its agents or Tenant Parties (except as otherwise allowed by this Work Letter) with the substantial completion of the Base, Shell and Core and which objectively precludes or delays the construction of the Base, Shell and Core and the Delivery Date and # any delays caused by Tenant's physical alteration of the items of the Base, Shell and Core that are not based on changes in Applicable Laws, Landlord Minor Changes, or Landlord's failure to build the Base, Shell and Core pursuant to the Base Building Plans or Tenant's failure to complete or construct any portion of the Improvements (including temporary or permanent life-safety work or fire sprinkler work) (such altered item or item that Tenant fails to construct shall each be a "TI Item"). To the extent Landlord reasonably determines that the altered or unconstructed TI Item will delay the substantial completion of the Base, Shell and Core or otherwise delay the Delivery Date or Final Condition Date, in addition to notifying Tenant that such TI Item constitutes a Tenant Delay, Landlord may, upon prior notice to Tenant, modify such altered TI Item or construct the unconstructed TI Item, and deduct the cost thereof (as reasonably determined by Landlord) from the Improvement Allowance, in a manner necessary for Landlord to cause the substantial completion of the Base, Shell and Core. As used herein, the term "Force Majeure Delay" shall mean only an actual delay resulting from industry-wide strikes, fire, wind, rain, damage or destruction to the Building, explosion, casualty, flood, hurricane, tornado, the elements, acts of God or the public enemy, sabotage, war, invasion, insurrection, rebellion, civil unrest, riots, earthquakes, or actual, industry-wide delay affecting all similar works of construction in the vicinity of the Building, including by reason of regulation or order of any governmental agency. The total number of days of Force Majeure Delay shall not exceed one hundred eighty (180) days. Whenever this Work Letter of this Lease provides that a time or period shall be subject to extension for a Tenant Delay or Force Majeure Delay or that there shall be any other consequence for the occurrence of a Tenant Delay or Force Majeure Delay, Landlord shall provide notice to Tenant of such Tenant Delay or Force Majeure Delay("Delay Notice"), specifying the nature (to the extent known) and the estimated length thereof (to the extent known). If such Delay Notice is given later than two (2) business days after Landlord has actual knowledge of the existence of the Tenant Delay or Force Majeure Delay ("Date of Delay Knowledge"), then the Tenant Delay or Force Majeure Delay, as applicable, shall exclude the number of days from the third (3rd) business day following the Date of Delay Knowledge through the date the Delay Notice is given ("Delay Exclusion Period") but only to the extent that the consequence for the occurrence of a Tenant Delay or Force Majeure Delay continues during the Delay Exclusion Period.
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