Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant. C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
Appears in 2 contracts
Sources: Office Lease Agreement, Office Lease Agreement (Solarcity Corp)
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material any portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged) and Landlord terminates all other leases in the Building; (2) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (23) the Premises have been materially damaged (defined below) and there are is less than 2 years 1 year of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply)casualty; (34) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage mortgage debt; or (45) a material uninsured loss to the Building occurs occurs; (for the purposes of this clause (4), 6) any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant restoration would be considered “construction” with respect to the provisions Premises within the meaning of this Lease shall not be deemed a “uninsured loss”)Treas. Reg. Section 1.856; or (57) such restoration cannotwould not be permitted under the Pooling and Servicing Agreement dated July 1, in Landlord’s reasonable determination2007 by and between J.P. ▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Securities Corp., be made within two hundred seventy (270) days following as Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer and Lasalle Bank National Association, as Trustee, to which the date of such damageLandlord is subject. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 60 days after the date of the casualty; provided, however, that as a condition . Tenant shall have the right to such termination, all other leases in terminate this Lease if: (I) Landlord is not permitted by Law to rebuild the portion of the Building for premises in which are similarly affected the Premises is located to substantially the same form as existed before the fire or casualty or (II) the Premises have been materially damaged (i.e. at least 33% is not habitable) and there is less than 1 year of the Term remaining on the date of the casualty. Tenant may exercise its right to terminate this Lease by such damage must be concurrently terminatednotifying Landlord in writing within 60 days after the date of the casualty. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of Building and the Building Leasehold Improvements (excluding any Tenant Improvements or Alterations that were performed by or for Tenant in violation of this Lease). If such repair and restoration is not completed within two hundred seventy (270) days of the benefit of Tenant) using materials and workmanship equal casualty, then Tenant shall have the right to or better terminate this Lease at any time thereafter until such completion occurs by notifying Landlord in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible paymentwriting. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, and Landlord has not elected to terminate this Lease pursuant to Section XVII.A above, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damagerepair and restoration is started, then regardless of anything in Section 17.A XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days business days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the fire or casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all Related Parties or any part of Tenant’s transferees, contractors or licensees. If the Premises have been materially damaged (i.e. at least 33% is not habitable) and Landlord has not commenced repairs within ninety (90) days after delivery of the PremisesCompletion Estimate to Tenant (which 90-day period shall be extended due to Force Majeure and/or delay in obtaining insurance proceeds not within Landlord’s reasonable control), the Buildingthen Tenant may terminate this Lease upon five (5) days prior written notice given to Landlord at any time following such 90-day period (as may be extended), the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction provided such termination right shall be void in the absence event Landlord has commenced such repairs on or before the end of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectsuch 5-day period after Tenant’s termination notice.
Appears in 2 contracts
Sources: Office Lease Agreement (Collegium Pharmaceutical, Inc), Office Lease Agreement (Collegium Pharmaceutical Inc)
Casualty Damage. A. If all or If, before the Closing Date, the improvements on the Real Property are damaged by any part casualty and the cost to restore such improvements, as reasonably determined by Buyer, is more than one million dollars ($1,000,000), Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the Premises occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate. If the cost to restore such improvements, as reasonably determined by Seller, is more than twenty million dollars ($20,000,000), Seller shall have the right, by giving notice to Buyer within twenty (20) days after the casualty occurs, to terminate this Agreement, in which event this Agreement shall terminate, provided that Seller shall pay Buyer an amount equal to all of Buyer's costs calculated in accordance with section 9.3(b). If, before the Closing Date, the improvements on the Real Property are damaged by fire any casualty and the cost to restore such improvements, as reasonably determined by Buyer, is one million dollars ($1,000,000) or other casualtyless, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant Buyer and/or Seller has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required Agreement pursuant to the provisions of preceding sentence but neither party exercises such right, then this Lease Agreement shall not be deemed a “uninsured loss”); or (5) such restoration cannot, remain in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord full force and effect and Seller shall promptly commence and proceed with reasonable diligence diligently prosecute to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from completion the repair and restoration of the damage.
B. If all damaged improvements. Seller shall give notice to Buyer immediately after the occurrence of any damage to the improvements on the Real Property by any casualty. Buyer shall have a period of thirty (30) days (or any portion such shorter period as Buyer may elect by giving notice to Seller) after Seller has given the notice to Buyer required by this section 7.3 to evaluate the extent of the Premises damage and make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be made untenantable postponed until Seller has given the notice to Buyer required by this section 7.3, the period of thirty (as 30) days described abovein this section 7.3 has expired, and (if Buyer so elects) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenantimprovements has been completed.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
Appears in 1 contract
Sources: Purchase Agreement (Icg Funding LLC)
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (23) the Premises have been materially damaged (defined below) and there are is less than 2 years 1 year of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply)casualty; (34) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage mortgage debt; or (45) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damageoccurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided. In addition to Landlord’s rights to terminate as provided herein, however, that as Tenant shall have the right to terminate this Lease if: (1) a condition to such termination, all substantial portion of the Premises has been damaged by fire or other leases in the Building for premises which are similarly affected by casualty and such damage must cannot reasonably be concurrently terminatedrepaired within sixty (60) days after the date of such fire or other casualty; (2) there is less than one (1) year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to terminate within thirty (30) days after the date of the fire or other casualty. If neither Landlord does not nor Tenant elect to terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of Building and the Building Leasehold Improvements (excluding any Tenant Improvements or Alterations that were performed by or for the benefit Tenant in violation of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premisesthis Lease). However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible paymentLandlord. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 210 days from the date of the damagerepair and restoration is started, then regardless of anything in Section 17.A XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the fire or casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all Related Parties or any part of the PremisesTenant’s transferees, the Building, the Property contractors or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectlicensees.
Appears in 1 contract
Casualty Damage. A. If all or there occurs any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and casualty to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access Project (other than to the Premises, ) and: (i) insurance proceeds are unavailable to rebuild Landlord or are insufficient to restore the portion Project to substantially its pre-casualty condition; or (ii) more than 30% of the Premises it total area of the Building is required to rebuilddamaged, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if(provided that all other similarly situated tenants leases are terminated) and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to Tenant within 60 days after such casualty. Such notice shall specify a termination date not fewer than 30 nor more than 90 days after such notice is given to Tenant. If there occurs any casualty to the Premises and: (1i) Landlord is not permitted by Law in Landlord’s reasonable judgment, the repair and restoration work would require more than 210 consecutive days to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of complete after the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined assuming normal work crews not engaged in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”overtime); or (5ii) such restoration cannotthe casualty occurs during the last 12 months of the Term, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following Landlord and Tenant shall each have the date of such damage. Landlord may exercise its right to terminate this Lease and all the unaccrued obligations of the parties hereto, by notifying Tenant in writing sending written notice of such termination to the other party within 90 60 days after the date of the such casualty; provided, however, that as . Such notice shall specify a condition to termination date not fewer than 30 nor more than 90 days after such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject notice is given to the provisions of Section 17.B belowother party, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, but in no event shall the termination date be after the last day of the Term. Notwithstanding the foregoing, if the casualty was caused by the act or omission of Tenant or any of Tenant’s agents, employees, invitees, assignees, subtenants, licensees or contractors, Tenant shall have no right to terminate this Lease due to the casualty. If there occurs any casualty to the Premises and neither party terminates this Lease, then Landlord shall use commercially reasonable efforts to cause the damage to be required repaired (exclusive of Tenant’s Property) to spend more than a condition as nearly as practicable to that existing prior to the damage, with commercially reasonable speed and diligence, subject to delays that may arise by reason of adjustment of the loss under insurance proceeds received by Landlord plus any applicable deductible paymentpolicies, Laws, and Force Majeure Events. Landlord shall not be liable for any loss inconvenience or damage annoyance to Tenant or Tenant Indemnitees, injury to Tenant’s Property business, or to the business of Tenant pain and suffering, resulting in any way from the fire such damage or other casualty or from the repair thereof. Notwithstanding the foregoing, ▇▇▇▇▇▇’s obligation to pay Fixed Rent and restoration of Additional Rent shall be equitably adjusted or abated during the damage.
B. If all or any portion of period (if any) during which Tenant is not reasonably able to use the Premises shall be made untenantable (or an applicable portion thereof as described above) by fire or other a result of such casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and . Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the no right to terminate this Lease by giving written notice to the other as a result of such election within 10 Business Days after receipt any damage or destruction of the Completion Estimate; providedPremises, however, that except as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained expressly provided in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. Section. The provisions of this Lease, including this Article 17Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, Law with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar other statute or successor Laws regulation, now or hereinafter hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
Appears in 1 contract
Sources: Lease (Ambiq Micro, Inc.)
Casualty Damage. A. If all 14.1. In the event of damage to or any part destruction of the Demised Premises is damaged caused by fire or other casualty, Tenant shall immediately notify Landlord in writing. During or any period of time that all such damage or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient destruction to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project facilities necessary to provide services and normal access to the Demised Premises in substantially accordance herewith, Landlord, after receipt of written notice thereof from Tenant, shall undertake to make repairs and restorations with reasonable diligence as hereinafter provided, unless this Lease has been terminated by Landlord or Tenant as hereinafter provided or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the same form as existed before the fire or casualty; cost of such repairs and restoration. If (2i) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence damage is of such damage be applied to the payment of the Mortgage debt; nature or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannotextent that, in Landlord’s reasonable determination's judgment, be made within two more than three hundred seventy sixty-five (270365) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must would be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence required (with normal work crews and proceed with reasonable diligence hours) to repair and restore the structure part of the Demised Premises or Building which has been damaged, or (excluding any Tenant Improvements ii) the Demised Premises or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. HoweverBuilding is so damaged that, in no event shall Landlord be required Landlord's judgment, it is uneconomical to spend more restore or repair the Demised Premises or the Building, as the case may be, or (iii) less than two (2) years then remain in the insurance proceeds received by Landlord plus any applicable deductible payment. Lease Term, Landlord shall not be liable for so advise Tenant promptly, and either party, in the case described in clause (i) above, or Landlord, in the cases described in clauses (ii) or (iii) above, within forty-five (45) days after any loss such damage or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party destruction shall have the right to terminate this Lease by giving written notice to the other other, as of the date specified in such notice, which termination date shall be no later than thirty (30) days after the date of such election within 10 Business Days after receipt notice.
14.2. In the event of fire or other casualty damage, provided this Lease is not terminated pursuant to the terms of this Article 14 and is otherwise in full force and effect, and sufficient casualty insurance proceeds are available for application to such restoration or repair, Landlord shall proceed diligently to restore the Demised Premises to substantially its condition prior to the occurrence of the Completion Estimate; provideddamage. Landlord shall not be obligated, however, that to repair or restore any improvements, alterations or additions in excess of Building standard tenant improvements (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures or agrees to assure payment in full of all costs as may be incurred by Landlord in connection therewith. If there are any such improvements, alterations or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to restore the Demised Premises to substantially the same condition as existed prior to the damage, excepting such improvements, alterations or additions. Tenant shall be responsible for the repair or restoration of all of Tenant's equipment, fixtures and personal property located in or on the Demised Premises, subject to Article 8 and to such termination by Landlordother conditions as Landlord may require.
14.3. Landlord shall not insure any improvements, all alterations or additions to the Demised Premises in excess of Building standard tenant improvements, or any fixtures, equipment or other leases property of Tenant. Tenant shall, at its sole expense, insure the value of its leasehold improvements, alterations and additions in excess of Building standard tenant improvements and its fixtures, equipment and personal property located in or on the Project Demised Premises, for premises which are similarly affected by such damage must be concurrently terminatedthe purpose of providing funds to Landlord and Tenant to repair and restore the Demised Premises to substantially its condition prior to occurrence of the casualty.
14.4. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate The validity and effect of this Lease shall not be impaired in any way by the failure of Landlord to complete repairs and restoration of the Demised Premises or of the Building within three hundred sixty-five (365) days after commencement of the work, even if Landlord does not substantially complete had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with such repair and restoration. In the case of damage to the Demised Premises within two (2) months after the expiration which is of the estimated period of time set forth a nature or extent that Tenant's continued occupancy is in the Completion Estimate (the “Outside Restoration Date”)judgment of Landlord substantially impaired, then the Annual Fixed Rent payable by Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date hereunder and Tenant's Proportionate Share shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events equitably abated or adjusted for the duration of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenantsuch impairment.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
Appears in 1 contract
Sources: Lease Agreement
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. 16.01 If all or any portion of the Premises shall be made becomes untenantable (as described above) by fire or other casualtycasualty to the Premises (collectively a “Casualty”), Landlord shallLandlord, with reasonable promptness, shall cause an architect or a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to substantially complete Substantially Complete (as defined herein) the repair and restoration of the Premises and make any Common Areas necessary to provide access to the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date of the damagerepair is started, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving upon written notice to the other of such election within 10 Business Days days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage Casualty was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs. “Substantially Complete” shall mean that all work that Landlord is obligated to perform has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
Appears in 1 contract
Casualty Damage. A. If all or any part of (a) Should the Premises is damaged be partially destroyed by fire or other casualty, Tenant shall immediately notify the Landlord will, with all due diligence and in writing. During any period of time that all not less than one-hundred fifty (150) days at its own expense, (i) repair or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially restore the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, so that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of thereafter the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled same condition as originally delivered to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) repair and restore any delays caused of the Tenant Alterations covered by events Landlord's Property Insurance. In such event, Rent and Additional Rent shall equitably abat▇ ▇▇ proportion to the nature and extent of Force Majeure interference to Tenant's use and occupancy of the Premises from the date of such damage until Landlord's repair or restoration is complete, and for such reasonable additional time not to exceed ninety (up 90) days as is required for Tenant to a maximum complete its work and prepare for the recommencement of an its business in the Premises.
(b) Should the Premises be so extensively damaged by fire or other casualty as to require rebuilding, then the Landlord shall promptly, at its own expense, (i) restore or rebuild the same so that thereafter the Premises shall be in substantially the same condition as originally delivered to Tenant; and (ii) repair and restore any of the Tenant Alterations covered by Landlord's Property Insurance. Rent and Additional Rent shall abat▇ ▇▇▇itably in proportion to the nature and extent of interference to Tenant's use and occupancy of the Premises from the date of damage to the date such possession is tendered to the Tenant, and for such reasonable additional sixty time not to exceed ninety (6090) days). days as is required for Tenant to complete its work and prepare for the recommencement of its business in the Premises.
(c) Notwithstanding the foregoing or anything to the contrary contained in this Leaseherein contained, Tenant shall not have the right to terminate this Lease (i) if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4more than thirty percent (30%) of the California Civil Code, with respect to any rights Building shall be destroyed by fire or obligations concerning damage or destruction other casualty in the absence last five (5) years of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease initial Term (or any damage extended Term hereof) and Tenant does not exercise any renewal options available to it or destruction negotiate a new Lease to all extend the remaining Term to at least five (5) years, or (ii) if any part mortgagee of the Premises, the Building, the Property or the Project.Premises requires application of insurance proceeds to the
Appears in 1 contract
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualtycasualty , the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (23) the Premises have been materially damaged (defined below) and there are is less than 2 ' years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply)casualty; (34) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage mortgage debt; or (45) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damageoccurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty .In addition to Landlord's rights to terminate as provided herein, Tenant shall have the right to terminate this Lease if: (1) a substantial portion of the Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired within 60 days after the date of such fire or other casualty; provided(2) there is less than one year of the Lease Term remaining on the date of such casualty; (3) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents, however, that as a condition employees or contractors; and (4) Tenant provides Landlord with written notice of its intent to such termination, all terminate within 30 days after the date of the fire or other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If casualty .If neither Landlord does not nor Tenant elect to terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of Building and the Building Leasehold Improvements (excluding any Tenant Improvements or Alterations that were performed by or for the benefit Tenant in violation of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premisesthis Lease). However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible paymentLandlord. Landlord shall not be liable for any loss or damage to Tenant’s 's Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “"Completion Estimate”"). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damagerepair and restoration is started, then regardless of anything in Section 17.A XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the fire or casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all Related Parties or any part of the PremisesTenant's transferees, the Building, the Property contractors or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectlicensees.
Appears in 1 contract
Casualty Damage. A. If all or any part of In the event the Premises is should be destroyed or damaged by fire fire, windstorm, or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time casualty to the extent that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ unfit for the portion intended purpose of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate may cancel this Lease if: after thirty (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (27030) days following the date of such damage. Landlord may exercise its right notice to terminate this Lease by notifying Tenant in writing within 90 days Landlord, but only after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Leaseremoving any trash and/or debris therefrom, subject to the terms and provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence any Permitted Leasehold Mortgage. If the Premises is partially damaged due to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more other reason than the causes described immediately above, but the Premises is not rendered unusable for Tenant’s purposes subject to the terms and provisions of any Permitted Leasehold Mortgage, the same shall be repaired by Tenant to the extent Tenant receives sufficient proceeds to complete such repairs from its insurance proceeds received by Landlord plus any applicable deductible paymentcarrier under its insurance policy. Landlord shall not Any such repairs will be liable for any loss or completed within a reasonable time after receipt of such proceeds. If the damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable so extensive as to render it unusable for Tenant’s purposes but shall nonetheless be capable of being repaired within One Hundred Twenty (as described above120) by fire or other casualtydays, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above subject to the contrary, either party terms and provisions of any Permitted Leasehold Mortgagee the damage shall have the right to terminate this Lease be repaired with due diligence by giving written notice Tenant to the other of extent Tenant receives sufficient proceeds under its insurance policy to complete such election within 10 Business Days after receipt of repairs. In the Completion Estimate; provided, however, event that as a condition nearby structure(s) or improvement(s) is damaged or destroyed due to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease’s negligence, Tenant shall not have be solely liable and responsible to repair and/or compensate the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning owner for such damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectloss.
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Sources: Ground Lease
Casualty Damage. A. If all or any part of In the event that the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord the building in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent which the Premises are unfit located are damaged for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, any reason whatsoever such that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage would be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannotrendered unable, in Landlord’s reasonable 's and Tenant's joint determination, be made within two hundred seventy to carry on its normal business operations for a period of thirty (27030) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying or more, Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as a condition termination to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional no later than sixty (60) days)days after the occurrence of such damage. Notwithstanding anything Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent of any kind or nature, shall cease as of the contrary contained day the Premises were so damaged. During any period that Tenant, in this LeaseLandlord's and Tenant's joint determination, is unable to conduct its normal business operations because of such casualty damage, rent of any kind or nature due hereunder shall be abated. In the event the Premises are partially damaged by fire or other casualty and Landlord and Tenant jointly shall determine that Tenant is able to carry on its normal business operations, Tenant shall not have pay rent for only such portion of the right Premises which Tenant may reasonably occupy during the time required to terminate this Lease if make repairs. All repairs necessary to restore the casualty or other loss or damage was caused by Premises to its original condition shall be (a) commenced within ninety (90) days after the negligence or intentional misconduct occurrence of Tenant.
C. The provisions such damage; (b) performed in a diligent and workmanlike manner with material of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part at least the same quality utilized originally in the construction of the Premises, the Building, the Property or the Project, ; and any Laws, including, without limitation, Sections 1932(2(c) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectcompleted by Landlord at Landlord's sole expense.
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Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualtycasualty to the Premises or Building, the Rent shall ▇▇abat▇ ▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged) and such damage cannot reasonably be repaired within 60 days after the date of such fire or other casualty; (2) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (23) the Premises have been materially damaged (defined below) and there are is less than 2 years 18 months of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply)casualty; (34) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage mortgage debt; or (45) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed other than due to Landlord's failure to maintain the All Risk property insurance coverage required pursuant to the provisions be maintained by Landlord under Article XV of this Lease shall not be deemed a “uninsured loss”Lease); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing as soon as reasonably practicable, but in any event within 90 days after the date of the casualty; provided. In addition to Landlord's rights to terminate as provided herein, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as if: (a) all or a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration material portion of the Premises within two (2) months after the expiration is rendered untenantable as a result of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty fire or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect casualty to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.the
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Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. 16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), or if all or any portion of the Building, including the Parking Facility, shall be made untenantable (as described above) by fire or other casualtycasualty and Tenant’s use of or access to the Premises is materially interfered with as a result thereof, then Landlord shall, with reasonable promptness, within 90 days following the date of the Casualty cause an architect or a licensed general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to substantially complete the repair and restoration of the Premises, any Common Areas necessary to provide access to the Premises and make the Premises tenantable again, using standard working methods Parking Facility (but only to the extent it materially impacts Tenant’s use of or access to the Premises) (“Completion Estimate”). If the Completion Estimate indicates that the Premises, any Common Areas necessary to provide access to the Premises or Parking Facility (but only to the extent it materially impacts Tenant’s use of or access to the Premises) cannot be made tenantable within 270 days from the date of the damagerepair is started, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving upon written notice to the other of such election within 10 Business Days 20 days after receipt of the Completion Estimate; provided, howeverin which event this Lease shall terminate 30 days thereafter. Further notwithstanding any contrary provision of this Section 16.01, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding event that the foregoingPremises, if Common Areas (but only to the extent it materially impacts Tenant’s use of or access to the Premises) or Parking Facility (but only to the extent it materially impacts Tenant’s use of or access to the Premises) have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty, then Tenant was entitled to but elected not to exercise its right may elect to terminate this Lease and by notifying Landlord does not substantially complete in writing within 60 days after the repair and restoration date of the Premises Casualty. In addition, Landlord, by notice to Tenant within two (2) months 90 days after the expiration date of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”)Casualty, then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of if: (1) the Premises, the BuildingCommon Areas and the Parking Facility have been materially damaged and there is less than 1 year of the Term remaining on the date of the Casualty and Tenant has not exercised its option to extend hereunder; (2) any Mortgagee requires that the insurance proceeds in excess of the “Landlord Contribution,” as that term is defined below, be applied to the payment of the mortgage debt; or (3) the damage is not fully covered by Landlord’s insurance policies (or by the insurance Landlord is required to carry hereunder), the Property or the Project, and any Laws, including, without limitation, Sections 1932(2amount of such shortfall (including deductibles) and 1933(4) exceeds 5% of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.replacement cost
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Casualty Damage. A. If all or any part of In the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild event the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable (as described above) destroyed or rendered untenantable, either wholly or in part, by fire or other casualty, Landlord shallmay, with reasonable promptnessat its option, cause an architect restore the Building or general contractor selected by Landlord Premises to provide Landlord as near their previous condition as is reasonably possible and Tenant with a written estimate of in the amount of time required to substantially complete meantime the repair and restoration Rent shall be abated in the same proportion as the untenantable portion of the Premises and make bears to the whole thereof, provided, such abatement (i) shall apply only to the extent the Premises tenantable againare untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof, using standard working methods and (ii) shall not apply if Tenant or any other occupant of the “Completion Estimate”)Premises or any of their agents, employees, invitees, transferees or contractors caused the damage. If Unless Landlord, within sixty (60) days after the Completion Estimate indicates that happening of any such casualty, shall notify Tenant of its election to so restore, this Lease shall thereupon terminate and end, provided, if in Landlord’s estimation the Premises cannot be made tenantable restored within 270 one hundred twenty (120) days from the date of the damagefollowing such casualty, then regardless of anything in Section 17.A above to the contrary, either party Landlord shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if notify Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease (regardless of Landlord’s intent to restore) by written delivery of notice to Landlord within thirty (30) days of Landlord’s notice. The Outside Restoration Date shall be postponed Such restoration by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant Landlord shall not have the right to terminate this Lease if the casualty include replacement of furniture, equipment or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any items that do not become part of the Premises, Building or any improvements to the Building, Premises in excess of those provided for in the Property or allowance for building standard items. Tenant agrees that the Projectabatement of Rent as provided above shall be Tenant’s sole and exclusive recourse in the event of such casualty damage, and Tenant waives any Laws, including, without limitation, Sections 1932(2) and 1933(4) other rights Tenant may have under applicable Law to perform repairs or terminate the Lease by reason of damage to the California Civil Code, with respect to any rights Building or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
Appears in 1 contract
Sources: Office Lease (Visualant Inc)
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. 16.01 If all or any portion of the Premises shall be made becomes untenantable (as described above) by fire or other casualtycasualty to the Premises (collectively a “Casualty”), Landlord shallLandlord, with reasonable promptnessas quickly as reasonably possible, shall cause an architect or a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to substantially complete Substantially Complete (as defined below) the repair and restoration of the Premises and make any Common Areas necessary to provide access to the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date of the damagerepair is started, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving upon written notice to the other of such election within 10 Business Days days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage Casualty was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effectCasualty, shall have no application the right to terminate this Lease or any damage or destruction to all or any part if: (1) the Premises have been materially damaged and there is less than 1 year of the PremisesTerm remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building or Premises occurs (provided Landlord’s Insurance was in full force and effect as required by Section 14). In addition to Landlord’s right to terminate as provided herein, Tenant shall have the Buildingright to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by Casualty and such damage cannot reasonably be repaired within 60 days after receipt of the Completion Estimate; (b) there is less than 1 year of the Term remaining on the date of the Casualty; (c) the Casualty was not caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 30 days after the Property or date of Tenant’s receipt of the ProjectCompletion Estimate.
Appears in 1 contract
Sources: Office Lease Agreement (Magma Design Automation Inc)
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) one or both of the Buildings or the Project shall be damaged so that, in Landlord's reasonable judgment, substantial alteration or reconstruction of one or both of the Buildings or the Project shall be required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild one or both of the Building Buildings or the Project in substantially the same form as existed before the fire or casualty; (23) the Premises have been materially damaged (defined below) and there are is less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply)casualty; (34) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage mortgage debt; or (45) a material uninsured loss to one or both of the Building occurs (for Buildings or the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damageProject occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of Building(s) and the Building Leasehold Improvements (excluding any Tenant Improvements or Alterations that were performed by or for the benefit Tenant in violation of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premisesthis Lease). However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible paymentLandlord. Landlord shall not be liable for any loss or damage to Tenant’s 's Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “"Completion Estimate”"). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damagerepair and restoration is started, then regardless of anything in Section 17.A XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the fire or casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all Related Parties or any part of the PremisesTenant's transferees, the Building, the Property contractors or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectlicensees.
Appears in 1 contract
Sources: Office Lease Agreement (Intrabiotics Pharmaceuticals Inc /De)
Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent allocable to the portion of the Premises rendered untenantable shall ▇▇▇▇▇ for from the date of such damage and such abatement shall continue until the earlier of (y) thirty (30) days after the Landlord delivers possession of the Premises (or affected part thereof) to Tenant with Landlord’s restoration work complete, or (z) the date Tenant re-occupies and commences business operations in such portion of the Premises that is untenantable Premises. Unless prohibited by applicable Laws or other safety reasons reasonably determined by Landlord and not used by Tenant; providedsubject to Landlord’s reasonable requirements in connection with the performance of the Landlord’s repair work, however, that if Tenant shall have the right to continue to occupy any damaged portions of the Premises is damaged such that even though the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, same may be untenantable. Landlord shall allow Tenant a total abatement of Rent during the time and be obligated to repair or provide services to such damaged space only to the extent reasonable under the circumstances. As used in this Section XVII, “untenantable” shall include any material adverse effect on the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until use thereof or access thereto, including the inability of Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion lawfully occupy or use any part of the Premises it is required to rebuildby reason of any order or direction of any governmental authority, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to whether or not the Premises over the course of one (1) full weekendor any particular portion thereof are damaged. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in Landlord’s reasonable judgment, demolition, substantial alteration or substantial reconstruction of the Building shall be required (whether or not the Premises has been damaged); or (2) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; or (23) the Premises have been materially damaged (defined below) and there are is less than 2 years of the Term remaining on the date of the casualty unless within ten (provided10) Business Days after receipt of Landlord’s notice of termination pursuant to this Section, however, that Tenant shall have the right to exercise any then-available exercises its Renewal Option contained in Section I of Exhibit E, in which case this Lease shall remain in effect through the end of such Renewal Term; or (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (154) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all a material portion of the insurance proceeds received by Landlord as a consequence of such damage be applied to the payment of the Mortgage debtmortgage debt and there are not sufficient remaining proceeds to complete the necessary restoration; or (45) in spite of the fact that Landlord is maintaining the insurance coverages required under this Lease, a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following the date of such damageoccurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 75 days after the date of the casualty; provided. If Landlord elects to rebuild pursuant to this paragraph or fails to deliver a termination notice within the applicable 75 day period, however, Landlord shall promptly notify Tenant in writing if the Building will not be rebuilt to a standard that as a condition is substantially consistent with Class A buildings in the Downtown Minneapolis Central Business District (containing substantially similar amenities to such termination, all other leases those in the Building as of the date immediately prior to the casualty). If the Building will not be rebuilt to a standard that is substantially consistent with Class A buildings in the Downtown Minneapolis Central Business District (containing substantially similar amenities to those in the Building as of the date immediately prior to the casualty), Tenant shall have the right for premises which are similarly affected a period of thirty (30) days after receiving Landlord’s notice to terminate this Lease by delivering written notice of such damage must be concurrently terminatedelection to Landlord. If Landlord does and Tenant have not elected to terminate the Lease pursuant to this Lease, subject to the provisions of Section 17.B belowparagraph, Landlord shall will use commercially reasonable efforts to commence to repair and restore the Building and the Leasehold Improvements within 75 days after the date of the casualty. Thereafter, Landlord will proceed with reasonable diligence to repair and restore the structure of Building and the Building Leasehold Improvements, provided that Landlord receives sufficient proceeds from Tenant or Tenant’s insurance to restore the Leasehold Improvements (excluding any Tenant Improvements or Alterations that were performed by Tenant in violation of this Lease), within 365 days after the date of the casualty. The timing set forth herein with respect to Landlord’s obligation to commence and complete repair and restoration of the Building and the Leasehold Improvements shall be extended due to events of Force Majeure or for delays caused solely by Tenant. If Landlord fails to complete such repair and/or restoration within such 365 day period, then Tenant shall have the benefit right to terminate this Lease on thirty (30) days prior written notice to Landlord, except that such termination shall be rescinded if Landlord delivers possession of Tenantthe Premises (or affected part thereof) using materials and workmanship equal to or better in quality than those originally incorporated into Tenant with Landlord’s restoration work complete before the Premises. However, in no event shall Landlord be required to spend more than end of the insurance proceeds received by Landlord plus any applicable deductible paymentthirty (30) day notice period. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease. Any provision of the Lease to the contrary notwithstanding, Landlord shall not terminate this Lease pursuant to this Section XVII.A., unless Landlord simultaneously terminates the leases of other similarly situated and affected tenants in the Building.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptnesspromptness (but no later than 60 days after the date of the casualty), cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 365 days from the date of the damagecasualty, then regardless of anything in Section 17.A XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days 30 days after receipt of the Completion Estimate; provided. Tenant, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the fire or casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all Related Parties or any part of the PremisesTenant’s transferees, the Building, the Property contractors or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Projectlicensees.
Appears in 1 contract
Casualty Damage. A. If all 12.1. In the event of damage to or any part destruction of the Demised Premises is damaged caused by fire or other casualty, Tenant shall immediately notify Landlord or any such damage or destruction to the Buildings or the facilities necessary to provide services and normal access to the Demised Premises in writing. During any period of time that all or a material portion of the Premises is rendered untenantable (i.e., not reasonably usable or accessible for Tenant’s use) as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not used by Tenant; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefromaccordance herewith, Landlord shall allow Tenant a total abatement of Rent during the time undertake to make repairs and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one restorations with reasonable diligence within two hundred forty (1240) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date days of the casualty (as hereinafter provided, however, that unless this Lease has been terminated by Landlord or Tenant shall have as hereinafter provided or unless any mortgagee which is entitled to receive casualty insurance proceeds fails to make available to Landlord a sufficient amount of such proceeds to cover the right to exercise any then-available Renewal Option cost of such repairs and restoration. If (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3i) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence damage is of such damage be applied to the payment of the Mortgage debt; nature or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed a “uninsured loss”); or (5) such restoration cannotextent that, in Landlord’s 's reasonable determinationjudgment, be made within more than two hundred seventy forty (270240) days following the date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must would be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence required (with normal work crews and proceed with reasonable diligence hours) to repair and restore the structure part of the Building Demised Premises or Buildings which has been damaged, or (excluding any Tenant Improvements ii) the Demised Premises or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. HoweverBuildings is so damaged that, in no event shall Landlord be required Landlord's reasonable judgment, it is uneconomical to spend more restore or repair the Demised Premises or the Buildings, as the case may be, or (iii) less than two (2) years then remain on the insurance proceeds received by Landlord plus any applicable deductible payment. current Lease Term, Landlord shall not be liable for so advise Tenant promptly, and either party, in the case described in clause (i) above, or Landlord, in the cases described in clauses (ii) or (iii) above, within thirty (30) days after any loss such damage or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualtydestruction, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other other, as of the date specified in such notice, which termination date shall be no later than ten (10) days after the date of such election within 10 Business Days after receipt of notice. In the Completion Estimate; provided, however, event that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within less than two (2) months after years remain on the expiration current Lease Term and the damage is of such a nature or extent that, in Landlord's reasonable judgment, more than ninety (90) days would be required (with normal work crews) to repair and restore the part of the estimated period of time set forth in Demised Premises or Buildings which has been damaged, Tenant shall have the Completion Estimate (the “Outside Restoration Date”), then Tenant may right to terminate this Lease by written notice to Landlord. The Outside Restoration Date , as of the date specified in such notice, which termination date shall be postponed by no later than ten (i10) any delays caused by Tenant; and (ii) any delays caused by events days after the date of Force Majeure (up to a maximum such notice.
12.2. In the event of an additional sixty (60) days). Notwithstanding anything fire or other casualty damage, provided this Lease is not terminated pursuant to the contrary contained terms of this Section and is otherwise in full force and effect, and sufficient casualty insurance proceeds are available for application to such restoration or repair, Landlord shall proceed diligently to restore the Demised Premises to substantially its condition prior to the occurrence of the damage. Landlord shall not be obligated, however, to repair or restore any improvements, alterations or additions in excess of the Building Standard Tenant Improvements (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Demised Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner reasonably satisfactory to Landlord, assures or agrees to assure payment in full of all costs as may be incurred by Landlord in connection therewith. (For purposes of this Lease, the Tenant Work shall be deemed representative of "Building Standard Tenant Improvements" for the Buildings.) If there are any such improvements, alterations or additions and Tenant does not assure or agree to assure payment of the cost of restoration or repair as aforesaid, Landlord shall have the right to terminate this Lease if restore the casualty Demised Premises to substantially the same condition as existed prior to the damage, excepting such improvements, alterations or other loss additions. Tenant shall be responsible for the repair or damage was caused by the negligence or intentional misconduct restoration of all of Tenant's Owned Property located in or on the Demised Premises, subject to Section 7 and such other conditions as Landlord may require.
C. The provisions 12.3. Landlord shall not be required to insure any improvements, alterations or additions to the Demised Premises in excess of this LeaseBuilding Standard Tenant Improvements, including this Article 17or to insure any of Tenant's Owned Property. Tenant shall, constitute an express agreement between at its sole expense, insure the value of its leasehold improvements, alterations and additions in excess of Building Standard Tenant Improvements, for the purpose of providing funds to Landlord and Tenant with respect to any repair and all damage to, or destruction of, all or any part restore the Demised Premises to substantially its condition prior to occurrence of the Premises, casualty.
12.4. The validity and effect of this Lease shall not be impaired in any way by the Building, the Property or the Project, failure of Landlord to complete repairs and any Laws, including, without limitation, Sections 1932(2) and 1933(4) restoration of the California Civil CodeDemised Premises or of the Buildings within two hundred forty (240) days after commencement of the work, even if Landlord had in good faith notified Tenant that the repair and restoration could be completed within such period, provided that Landlord proceeds diligently with respect such repair and restoration and completes such repair and restoration within two hundred seventy (270) days after commencement of the work. In the event the work is not completed within such two hundred seventy (270) day period, Tenant shall have the right, by notice given within fifteen (15) days after the expiration of such two hundred seventy (270) day period, to any rights terminate the Lease. In the case of damage to the Demised Premises which is of a nature or obligations concerning damage or destruction extent that Tenant's continued occupancy is in the absence judgment of an express agreement between Landlord substantially impaired, then the parties, Annual Fixed Rent payable by Tenant hereunder and any similar Tenant's Proportionate Share shall be equitably abated or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part adjusted for the duration of the Premises, the Building, the Property or the Projectsuch impairment.
Appears in 1 contract
Sources: Lease Agreement (Corporate Office Properties Trust Inc)
Casualty Damage. A. If all or any part of the Premises is damaged or the Building are made unfit for occupancy by fire or other casualty, Tenant shall immediately notify acts of God or other cause, which Landlord reasonably estimates will require in writing. During any period excess of time that all 180 days to restore (or a material portion if the Premises or Building are substantially damaged during the last, 12 months of the Term), (i) then either Landlord or Tenant may elect to terminate this Lease as of the date when the Premises or the Building are so made unfit for occupancy, by written notice to the other within ninety (90) days after that date, and (ii) if neither party so elects to terminate this Lease, Landlord shall proceed to repair, restore or rehabilitate the Premises or the Building at Landlord's expense within one hundred eighty (180) days after Landlord is rendered untenantable (i.e.enabled to take possession of all damaged areas and to undertake reconstruction or repairs. If Landlord shall proceed to so repair, restore or rehabilitate the Premises or the Building, then this Lease shall not reasonably usable or accessible terminate, but Rent shall be abated on a per diem basis to the extent and for the period that the Premises are unfit for Tenant’s useuse in the normal course. If Landlord shall proceed under (ii) above and shall not substantially complete the work within said one hundred eighty (180) day period (excluding from said period loss of time attributable to delays beyond the reasonable control of Landlord), then Tenant may then terminate this Lease as a result of a fire or other casualty, the Rent shall ▇▇▇▇▇ for the portion of the date when the Premises that is untenantable and not used or the Building were so made unfit for occupancy, by Tenantwritten notice to the Landlord at any time prior to substantial completion; provided, however, that if the Premises is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct is business operations from such remaining portion and Tenant does not conduct its business operations therefrom, so notifies Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result of the subject damage. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend. Landlord shall have the right to terminate this Lease if: (1) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (2) the Premises have been materially damaged (defined below) and there are less than 2 years of the Term remaining on the date of the casualty (provided, however, that Tenant shall have the right to exercise any then-available Renewal Option (defined in Article 36 below), and for such purposes, the provisions of Section 36.A.1 below stating that Tenant may not exercise the Renewal Option more than fifteen (15) months prior to the expiration of the current Term shall not apply); (3) the Premises have been materially damaged and any Mortgagee requires that substantially all of the insurance proceeds received by Landlord as a consequence of such damage termination and if Landlord substantially completes such repairs within thirty (30) days after receipt of such notice, then such notice shall be applied to null and void and the payment of the Mortgage debt; or (4) a material uninsured loss to the Building occurs (for the purposes of this clause (4), any loss which is not insured because Landlord failed to maintain the insurance coverage required pursuant to the provisions of this Lease shall not be deemed terminated. In the event of termination of this Lease pursuant to this Section, Rent shall be apportioned on a “uninsured loss”); or (5) such restoration cannot, in Landlord’s reasonable determination, be made within two hundred seventy (270) days following per diem basis to and including the effective date of such damage. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty; provided, however, that as a condition to such termination, all other leases in the Building for premises which are similarly affected by such damage must be concurrently terminated. If Landlord does not terminate this Lease, subject to the provisions of Section 17.B below, Landlord shall commence and proceed with reasonable diligence to repair and restore the structure of the Building (excluding any Tenant Improvements or Alterations that were performed by or for the benefit of Tenant) using materials and workmanship equal to or better in quality than those originally incorporated into the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord plus any applicable deductible payment. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.
B. If all or any portion of the Premises shall be made untenantable (as described above) by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (the “Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date of the damage, then regardless of anything in Section 17.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 Business Days after receipt of the Completion Estimate; provided, however, that as a condition to such termination by Landlord, all other leases in the Project for premises which are similarly affected by such damage must be concurrently terminated. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in the Completion Estimate (the “Outside Restoration Date”), then Tenant may terminate this Lease by written notice to Landlord. The Outside Restoration Date shall be postponed by (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure (up to a maximum of an additional sixty (60) days). Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant.
C. The provisions of this Lease, including this Article 17, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, the Property or the Project.
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