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Final Agreements
Final Agreements contract clause examples

Final Agreements. This Amendment represents the final agreement of the Borrower, the Initial Project Company Guarantors and the Lender with respect to the subject matter hereof, and may not be contradicted, modified or supplemented in any way by evidence of any prior or contemporaneous written or oral agreements of the Borrower, the Initial Project Company Guarantors and the Lender.

Final Agreements. This Amendment represents the final agreement of the Borrower, the Parent and the Lender with respect to the subject matter hereof, and may not be contradicted, modified or supplemented in any way by evidence of any prior or contemporaneous written or oral agreements of the Borrower, the Parent and the Lender.

Final Agreements. This Amendment represents the final agreement of the Borrower, the Parent and the Lender with respect to the subject matter hereof, and may not be contradicted, modified or supplemented in any way by evidence of any prior or contemporaneous written or oral agreements of the Borrower, the Parent and the Lender.

Final Deliveries. Following the completion of construction of the Tenant Improvements, Tenant shall deliver to Landlord properly executed final mechanic's lien releases in compliance with both California Civil Code Section 8134 and either [Section 8136] or [Section 8138] from all of Tenant's Agents, and a certificate certifying that the construction of the Tenant Improvements in the Premises has been substantially completed. Tenant shall record a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Tenant Work Letter.

Final Paycheck. As soon as administratively practicable on or after the Separation Date, the Company will pay Executive all accrued but unpaid base salary and all accrued and unused paid time off earned through the Separation Date, subject to standard payroll deductions and withholdings. Executive is entitled to these payments regardless of whether Executive executes this Agreement.

Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY Borrower AND AGENT.

Final Condition. The "Final Condition" of the Base Building Improvements shall mean that # the Base Building Improvements have been substantially completed in accordance with the Base Building Plans (as the same may be modified in accordance with the terms and conditions of this Tenant Work Letter) and the Construction Responsibility Matrix to the extent necessary for Landlord to obtain and maintain a certificate of occupancy or temporary certificate of occupancy, or [[Organization C:Organization]] equivalent (each, a "C of O"), for the Base Building Improvements, and # the Common Areas have been substantially completed in accordance with the Base Building Plans (as the same may be modified in accordance with the terms and conditions of this Tenant Work Letter) to the extent necessary for Landlord to obtain and maintain a C of O for the Building, with the exception of any punch list items which do not adversely affect the ability of Tenant to commence and pursue the construction of the Tenant Improvements ("Final Condition Punch List Items"). Landlord shall use commercially reasonable efforts to cause the correction of the Final Condition Punch List Items within thirty (30) days of the Final Condition Date. As used in this Exhibit B and in the Lease, the date that Landlord causes the Final Condition to occur shall be referred to as the "Final Condition Date". Notwithstanding the foregoing provisions of this Section 1.3, Final Condition shall not include the substantial completion of the Common Areas located outside of the Building; provided that such improvements shall be Substantially Completed no later than the Lease Commencement Date. The Final Condition Date shall be deemed to occur on the date the Final Condition would have occurred but for delays caused by Tenant's physical alteration of the items of the Base Building Improvements on any floor of the Premises or Tenant's failure to complete or construct any portion of the Tenant 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 "C of O Item"), which altered or unconstructed C of O Item interferes with Landlord's ability to receive a C of O for the Base Building Improvements. In addition, to the extent Landlord reasonably determines that the altered or unconstructed C of O Item will delay the issuance of the C of O for the Base Building Improvements, Landlord may, upon prior notice to Tenant, modify such altered C of O Item or construct the unconstructed C of O Item, and deduct the actual, incremental out-of-pocket cost thereof from the Tenant Improvement Allowance, in a manner necessary for Landlord to receive the C of O for the Base Building Improvements. Landlord shall use commercially reasonable and diligent efforts to cause the Final Condition Date to occur by November 21, 2022, and in any event Landlord shall cause the Final Condition Date to occur no later than the Lease Commencement Date (with respect to the Initial Premises) and the Must-Take Commencement Date (with respect to the Must-Take Premises). Not later than thirty (30) calendar days after achieving the Final Condition, Landlord shall deliver the as-built drawings of the Base Building Improvements to Tenant.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to Tenant shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the Tenant Improvements, provided that # Tenant delivers to Landlord # paid invoices for all Tenant Improvements and related costs for which the Tenant Improvement Allowance is to be disbursed, # signed permits for all Tenant Improvements completed within the Premises, # properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either [Section 8136] or [Section 8138] from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Tenant Improvements, # Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, # Architect delivers to Landlord a "Certificate of Substantial Completion", in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, # Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, two (2) copies of the "record-set" of as-built drawings prepare pursuant to Section 4.3, below, and final record CADD (computer-aided design and drafting) files), as well as a copy of all associated warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report; and # a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the Premises.

Final Plans. Tenant shall cause the Architect to prepare final working drawings, which shall be consistent with the Preliminary Plans, compatible with the design, construction and equipment of the Building, comply with all Applicable Laws, capable of logical measurement and construction, and contain all specifications for materials and contain such information as may be required for obtaining all permits and other governmental approvals for the construction of the Tenant Improvements (the “Working Drawings”). As soon as is commercially reasonable after approval of the Preliminary Plans are approved by the parties as provided above, Tenant shall submit two copies of the Working Drawings to Landlord for its review and approval in its good faith discretion. Within fifteen (15) days after receipt of the Working Drawings, Landlord shall notify Tenant in writing that # Landlord approves of such Working Drawings, or # Landlord disapproves of such Working Drawings, the basis for disapproval and the changes requested by Landlord. Tenant shall cause the Working Drawings to be revised and shall submit the revised Working Drawings to Landlord for its review and approval as provided in this section. The Working Drawings approved in writing by the parties shall be referred to as the “Final Plans.”

DECISIONS FINAL. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board, or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns. The Committee shall not be bound to any standards of uniformity or similarity of action, interpretation or conduct in the discharge of its duties hereunder, regardless of the apparent similarity of the matters coming before it.

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