Common use of Capital Repairs Clause in Contracts

Capital Repairs. Notwithstanding anything to the contrary contained herein, if Tenant (A) determines in its reasonable, good faith discretion that (1) a component of Tenant’s maintenance and repair obligations under Section 11.3, excluding repair, maintenance or replacement of any of Tenant Changes, (a “Tenant Work Component”), is in such a condition that a repair or replacement is required and (2) such repair or replacement of an individual Tenant Work Component constitutes a capital repair or capital improvement in accordance with standard accounting principles generally followed by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently applied (a “Tenant Work Component Capital Repair”), and (B) desires to have Landlord perform such Tenant Work Component Capital Repair, then Tenant shall provide Landlord a reasonable prior written notice (a “Capital Repair Notice”), which Capital Repair Notice shall include or otherwise be accompanied by the following: (I) a written report from a reputable third-party physical inspection firm (which firm Landlord must have reasonably approved to prepare such report prior to commencing its work), detailing the reasons that such firm believes such Tenant Work Component Capital Repair is required, and (II) a request for Landlord to perform such Tenant Work Component Capital Repair. Notwithstanding the foregoing, Landlord shall have no obligation to perform any Tenant Work Component Capital Repair that is primarily caused by Tenant’s failure to maintain the applicable Tenant Work Component in accordance with Section 11.3. Upon receipt of a Capital Repair Notice, Landlord will perform the Tenant Work Component Capital Repair with reasonable promptness and the cost incurred by Landlord shall be amortized by Landlord over the useful life of such Tenant Work Component Capital Repair as reasonably estimated by Landlord in accordance with standard accounting principles generally followed by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently applied, and the total amortized cost for the remaining term of the Lease shall be payable in a lump sum within thirty (30) days of Tenant’s receipt of invoice from Landlord by Tenant.

Capital Repairs. Notwithstanding anything Tenant hereby warrants and represents that it has inspected the Premises and that it knows of no capital repairs that are presently necessary. The term “Capital Repair” is agreed to mean the contrary contained herein, if Tenant (A) determines in its reasonable, good faith discretion that (1) a component of Tenant’s maintenance and repair obligations under Section 11.3, excluding repair, maintenance or replacement of any of Tenant Changes, (a “Tenant Work Component”), is in such a condition that a repair or replacement is required and (2) such repair or replacement of an individual a major component or structural part of the Premises and shall also include the rebuilding of a major component or structural part of the Premises after the end of its useful life. Based on the information acquired in its inspection, together with its historic use of the Premises, Tenant Work Component constitutes a capital repair represents that it has no actual knowledge that any Capital Repairs will be required during the Initial Term or capital improvement in accordance with standard accounting principles generally followed by if the commercial real estate industry in Santa ▇▇▇▇▇ CountyLease is renewed, CAduring any Renewal Term. In the event any Capital Repairs to the Premises are reasonably necessary during the Term and Tenant does not wish to make such Capital Repair at Tenant’s sole expense, consistently applied (a “Tenant Work Component Capital Repair”), and (B) desires to have Landlord perform such Tenant Work Component Capital Repair, then Tenant shall provide so advise Landlord a reasonable prior written notice (a “Capital Repair Notice”)in writing and Landlord may, which Capital Repair Notice shall include in its sole discretion, elect to make, or otherwise be accompanied by the following: (I) a written report from a reputable third-party physical inspection firm (which firm Landlord must have reasonably approved not to prepare make, such report prior to commencing its work), detailing the reasons that such firm believes such Tenant Work Component Capital Repair is required, and (II) a request for Landlord to perform such Tenant Work Component Capital Repair. Notwithstanding the foregoing, Tenant agrees that whenever it determines that it is reasonably possible to make a temporary repair or patch and defer the need for a Capital Repair, it shall make such temporary patch or replacement. In the event Landlord elects not to make any Capital Repairs, Tenant shall have no the right, but not the obligation to perform any make such repairs at its own expense. Tenant Work Component acknowledges and agrees that even if Tenant determines it is unable to occupy the Premises due to the condition of the Building or the Premises, all of its rent payments shall continue to be non-refundable even if Tenant determines that it could occupy the Building or the Premises if a Capital Repair was made. Notwithstanding the foregoing, Landlord and Tenant agree that in the event of a casualty loss or event (hereinafter “Casualty”) causing material physical damage to the Premises or Building for which there is primarily caused insurance coverage as determined by Tenant’s failure to maintain the insurer issuing the applicable Tenant Work Component in accordance policy of insurance, that subject to and conditioned upon any requirements or conditions imposed by Landlord’s lender (including, without limitation, any restrictions or conditions on disbursement of insurance payments or proceeds), funds paid by an insurer with Section 11.3. Upon receipt respect to such Casualty shall be released to fund the cost of a Capital Repair Noticeresulting from such Casualty, upon such terms as shall be reasonably acceptable to Landlord will perform the Tenant Work Component Capital Repair with reasonable promptness and the cost incurred by provided that Landlord shall not be amortized by Landlord over the useful life required to make any payment of any kind toward such Tenant Work Component Capital Repair as reasonably estimated by Landlord in accordance with standard accounting principles generally followed by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently applied, and the total amortized cost for the remaining term of the Lease shall be payable in a lump sum within thirty (30) days of Tenant’s receipt of invoice from Landlord by TenantRepair.

Capital Repairs. Notwithstanding anything (a) Between the date hereof and the Closing Date, Seller shall not make any material capital repairs or replacements to the contrary contained hereinPremises without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, provided, however, that Seller may undertake such repairs or replacements without Purchaser's consent if Tenant (Ai) determines in its reasonable, good faith discretion that (1) a component the performance of Tenant’s maintenance and repair obligations under Section 11.3, excluding repair, maintenance such repairs or replacement of any of Tenant Changesreplacements is required to avoid an unsafe or hazardous condition, (ii) the performance of such repairs or replacements is required pursuant to any Requirements or (iii) Seller's failure to perform such repairs or replacements would, in Seller's reasonable judgment, subject Seller to criminal or civil liability or result in a “Tenant Work Component”)forfeiture of the Property or the imposition of a lien or encumbrance thereon. Whenever required pursuant to this Section 15.2, is in Purchaser's consent shall be deemed granted if not denied by notice (stating the grounds for denial with reasonable specificity) given to Seller within five (5) Business Days of Purchaser's receipt from Seller of request for such consent. Whenever Purchaser's consent to a condition that a capital repair or replacement is not required and (2) such pursuant to this Section 15.2, Seller shall furnish Purchaser with reasonable prior notice of the repair or replacement replacement, except in the case of an individual Tenant emergency, in which case Seller shall furnish Purchaser with such notice as is practicable under the circumstances. (b) Seller and Purchaser acknowledge that Seller anticipates engaging a contractor or contractors to perform repair work upon an approximately 1,080 square foot portion of the facade (the "FACADE WORK"). Purchaser hereby consents to the performance of the Facade Work Component constitutes a capital repair and to Seller's entrance into such contract as Seller deems appropriate for the performance of the Facade Work (collectively, the "FACADE WORK CONTRACT"). If the Facade Work is not completed on or capital improvement before the Closing Date, then, at Closing, (i) Seller shall assign to Purchaser all of Seller's right, title and interest in and to the Facade Work Contract and Purchaser shall assume all of Seller's obligations thereunder in accordance with standard accounting principles generally followed the provisions of the Service Contract Assignment and (ii) Purchaser shall be entitled to a credit against the Cash Balance in an amount equal to the remaining balance under the Facade Work Contracts. If the Facade Work is completed before Closing, Seller shall at Closing assign to Purchaser any warranties by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently applied (a “Tenant contractor under the Facade Work Component Capital Repair”), and (B) desires to have Landlord perform such Tenant Work Component Capital Repair, then Tenant shall provide Landlord a reasonable prior written notice (a “Capital Repair Notice”), which Capital Repair Notice shall include or otherwise be accompanied by the following: (I) a written report from a reputable third-party physical inspection firm (which firm Landlord must have reasonably approved to prepare such report prior to commencing its work), detailing the reasons that such firm believes such Tenant Work Component Capital Repair is required, and (II) a request for Landlord to perform such Tenant Work Component Capital Repair. Notwithstanding the foregoing, Landlord shall have no obligation to perform any Tenant Work Component Capital Repair that is primarily caused by Tenant’s failure to maintain the applicable Tenant Work Component in accordance with Section 11.3. Upon receipt of a Capital Repair Notice, Landlord will perform the Tenant Work Component Capital Repair with reasonable promptness and the cost incurred by Landlord shall be amortized by Landlord over the useful life of such Tenant Work Component Capital Repair as reasonably estimated by Landlord in accordance with standard accounting principles generally followed by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently applied, and the total amortized cost for the remaining term of the Lease shall be payable in a lump sum within thirty (30) days of Tenant’s receipt of invoice from Landlord by TenantContract.

Capital Repairs. (i) Notwithstanding anything to the contrary contained herein, if Tenant (A) determines in its reasonable, good faith discretion that (1) a component of Tenant’s maintenance and repair obligations under this Section 11.39, excluding repair, maintenance or replacement of any of Tenant Changes, Tenant’s Specialized Equipment (a “Tenant Work Component”), is in such a condition that a repair or replacement is required and (2) such repair or replacement of an individual Tenant Work Component constitutes a capital repair or capital improvement in accordance with standard accounting principles generally followed by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently applied U.S. GAAP (a “Tenant Work Component Capital Repair”), and (B) desires to have Landlord perform such Tenant Work Component Capital Repair, then Tenant shall provide Landlord a reasonable prior written notice (a “Capital Repair Notice”), which Capital Repair Notice shall include or otherwise be accompanied by the following: (I) a written report from a reputable third-party physical inspection firm (which firm Landlord must have reasonably approved to prepare such report prior to commencing its work), detailing the reasons that such firm believes such Tenant Work Component Capital Repair is required, and (II) a request for Landlord to perform such Tenant Work Component Capital Repair. Notwithstanding the foregoing, Landlord shall have no obligation to perform any Tenant Work Component Capital Repair that is primarily caused by Tenant’s failure to use or maintain the applicable Tenant Work Component in accordance with this Section 11.3. 9. (ii) Upon receipt of a Capital Repair Notice, Landlord will perform the Tenant Work Component Capital Repair with reasonable promptness and the cost incurred by Landlord shall be amortized by Landlord over the useful life of such Tenant Work Component Capital Repair as reasonably estimated by Landlord in accordance with standard accounting principles generally followed by the commercial real estate industry in Santa ▇▇▇▇▇ County, CA, consistently appliedU.S. GAAP, and the total monthly amortized cost for the remaining term shall be added to and become a part of the Lease Rent hereunder and shall be payable in a lump sum within thirty monthly until the earlier of (30A) days of Tenant’s receipt of invoice from Landlord by Tenantthe date such cost has been fully amortized, and (B) the Expiration Date.