Common use of Adverse Condition Clause in Contracts

Adverse Condition. If at any time during the Term, Tenant, in Tenant’s reasonable judgment, is unable to, and actually does not, use all or a material portion of the Premises, or Tenant is able to conduct its operations in all or any portion of the Premises only at a significantly reduced level or under materially adverse conditions (“Adverse Condition”) as a result of: (a) Landlord’s breach of its repair and maintenance obligations under Section 6.03B or Landlord’s interference with Tenant’s business arising from the making of any repairs, alterations or improvements that rises to the level of an Adverse Condition; (b) Landlord’s breach of its obligation not to unreasonably interfere with Tenant’s use of or access to the Premises and common area under Section 6.05B; or (c) Landlord’s failure to provide the services Landlord is obligated to provide under Section 7.01 A for a period of three (3) consecutive business days (“Adverse Condition Period”), then Tenant may elect, by notice to Landlord, to have Rent xxxxx proportionally as provided below, provided that with respect to the Adverse Condition in question, Tenant shall have given notice to Landlord of the occurrence thereof, which notice shall designate the cause or suspected cause of the Adverse Condition, if known to Tenant, and the portion of the Premises which is not usable by Tenant or in which the Adverse Condition exists. Rent shall xxxxx, in the proportion that the rentable area of the effected portion of the Premises bears to the rentable square foot area of the Premises, for the period during which the Adverse Condition continues provided that such period shall not commence to run until the day after Tenant gives Landlord notice of the Adverse Condition as required above. If an Adverse Condition continues for sixty (60) consecutive days, Tenant shall thereafter have the on-going right, until such Adverse Condition is eliminated, to terminate this Lease as to all or any portion of the Premises. The provisions of this Section 11.17 shall not apply to a casualty or an eminent domain taking, which shall be governed by Article 8.

Adverse Condition. If at any time during the TermAs used herein, Tenant, in Tenant’s reasonable judgment, is unable to, and actually does not, use all or a material portion of the Premises, or Tenant is able to conduct its operations in all or any portion of the Premises only at a significantly reduced level or under materially adverse conditions (an “Adverse Condition”) as a result of” shall mean: (ai) Landlord’s breach of its repair and maintenance obligations under Section 6.03B or Landlord’s a material adverse interference with Tenant’s business arising from the making of any repairs, alterations or improvements that rises to the level of an Adverse Condition; (b) Landlord’s breach of its obligation not to unreasonably interfere with Tenant’s use of or the Premises for the Permitted Use (as such term is defined in Article 5 below); (ii) an unreasonable interference with Tenant’s access to the Premises and common area under Premises; (iii) a change in character of the Building to something other than a first-class office building; (iv) other than on a temporary basis (not to exceed one (1) month or such longer period as is reasonably necessary due to a damage or destruction, condemnation or other events of “Force Majeure,” as that term is defined in Section 6.05B26.17 below), (A) a relocation of any of Tenant’s Reserved Parking Passes from the locations specified therefor in Section 10 of the Summary, or (B) a relocation of Tenant’s Unreserved Parking Structure Passes from the Phase III Parking Structure; (v) a reduction in the number of parking passes within the Parking Allotment (as defined in Section 24.1 below), other than during such period as is reasonably necessary due to a damage or destruction, condemnation or other Force Majeure events; or (cvi) an event which increases Tenant’s monetary obligations under this Lease, except (A) for increases in Operating Expenses, Tax Expenses or Utilities Costs to the extent such increases are otherwise permitted in Article 4 below, and/or (B) as imposed under and/or to comply with applicable Laws. In the event temporary relocation of Tenant’s parking passes is required in connection with the exercise of any of Landlord’s failure to provide the services Landlord is obligated to provide under rights set forth in this Article 1 and/or Section 7.01 A for a period of three (3) consecutive business days (“Adverse Condition Period”), then Tenant may elect, by notice to Landlord, to have Rent xxxxx proportionally as provided 24.4 below, provided that with respect to the Adverse Condition in questionLandlord shall, Tenant shall have given notice to Landlord of the occurrence thereof, which notice shall designate the cause or suspected cause of the Adverse Condition, if known at no expense to Tenant, and the portion relocate such parking passes to other Parking Facilities of the Premises which is not usable by Tenant or in which Project and/or parking facilities located within a reasonable walking distance of the Adverse Condition exists. Rent Project (such relocation obligation shall xxxxxnot, however, apply in the proportion that the rentable area event any damage or destruction, condemnation or other Force Majeure event, although Landlord shall use commercially reasonable efforts to make available to Tenant parking passes within other areas of the effected portion of the Premises bears to the rentable square foot area of the Premises, Project’s Parking Facilities for those parking passes displaced thereby during the period during which the Adverse Condition continues provided that such period shall not commence to run until the day after Tenant gives Landlord notice of the Adverse Condition as required above. If an Adverse Condition continues for sixty (60) consecutive days, Tenant shall thereafter have the on-going right, until such Adverse Condition is eliminated, to terminate this Lease as to all or any portion of the Premises. The provisions of this Section 11.17 shall not apply to a casualty or an eminent domain taking, which shall be governed by Article 8displacement occurs).

Adverse Condition. If at any time during the TermAs used herein, Tenant, in Tenant’s reasonable judgment, is unable to, and actually does not, use all or a material portion of the Premises, or Tenant is able to conduct its operations in all or any portion of the Premises only at a significantly reduced level or under materially adverse conditions (an “Adverse Condition”) as a result of: (a) Landlord’s breach ” shall mean any of its repair and maintenance obligations under Section 6.03B the following acts, actions or Landlord’s interference with Tenant’s business arising from the making of any repairsevents, alterations or improvements that rises except to the level extent such acts, actions or events are (i) specifically required to be performed by Landlord under the Tenant Work Letter or any other provision of an Adverse Condition; this Lease, (bii) Landlord’s breach caused by, or reasonably necessary due to, a damage or destruction, condemnation or other events of its obligation not to unreasonably interfere with Force Majeure (as defined in Section 26.17 below), (iii) caused or triggered by (A) Tenant’s use of the Premises for other than the Permitted Use (as defined below), (B) any alterations, improvements or access Tenant’s Property (as defined in Section 15.2 below) installed or placed in the Premises, Building or Project by or for Tenant (including the initial Tenant Improvements constructed pursuant to the Premises and common area under Section 6.05B; or (c) Landlord’s failure to provide the services Landlord is obligated to provide under Section 7.01 A for a period of three (3) consecutive business days (“Adverse Condition Period”Tenant Work Letter), then (C) any Approved Tenant may elect, by notice to Landlord, to have Rent xxxxx proportionally Modifications (as provided below, provided that with respect to defined in the Adverse Condition in question, Tenant shall have given notice to Landlord of the occurrence thereof, which notice shall designate the cause or suspected cause of the Adverse Condition, if known to TenantWork Letter), and the portion implementation thereof, and/or (D) any acts, negligence or willful misconduct of Tenant or any of Tenant’s employees, agents, contractors, licensees or invitees, (iv) are expressly approved by Tenant in each instance, and/or (v) reasonably necessary to comply with applicable Laws or required by any applicable governmental agencies (but in case of (v) hereinabove, (a) Landlord shall not initiate any actions to formally and legally change the scope and application of any applicable Laws in order to allow Landlord to engage in or trigger any such acts, actions or events, and (b) Landlord shall notify Tenant of any such acts, actions or events after Landlord becomes aware of same [including, without limitation, any changes required by any governmental agencies to the Base Building Plans or Phase IV Improvement Plans (as defined in the Tenant Work Letter) such that Tenant may determine the extent of the adverse impacts resulting therefrom, and if requested by Tenant Landlord shall, at its expense, use good faith efforts to reasonably minimize the adverse effect on Tenant’s use and occupancy of the Premises which is not usable caused by Tenant any such permitted act, action or in which the Adverse Condition exists. Rent shall xxxxxevent, in the proportion that the rentable area of the effected portion of the Premises bears to the rentable square foot area of the Premises, for the period during which the Adverse Condition continues provided that such period shall not commence to run until the day after Tenant gives Landlord notice of the Adverse Condition as required above. If an Adverse Condition continues for sixty (60) consecutive days, Tenant shall thereafter have the on-going right, until such Adverse Condition is eliminated, to terminate this Lease as to all or any portion of the Premises. The provisions of this Section 11.17 shall not apply to a casualty or an eminent domain taking, which shall be governed by Article 8.if practicable):