Common use of Landlord’s Right to Terminate Clause in Contracts

Landlord’s Right to Terminate. Landlord shall have the right to terminate this Lease following a Casualty if any of the following occurs: (i) insurance proceeds (together with any additional amounts Tenant elects, at its option, to contribute) are not available to Landlord to pay the cost to repair the Premises, (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be repaired by Landlord to a substantially similar condition as existed prior to such Casualty (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlord, earthquake faults and other similar dangers) within 360 days after the date of such Casualty, or (iii) the Premises is destroyed or materially damaged during the last twelve (12) months of the Lease Term and an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (60) days to repair. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 7.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge of such Casualty, and this Lease shall terminate effective as of the date of such notice; provided, however, that Tenant may nevertheless elect to continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination notice.

Landlord’s Right to Terminate. Landlord shall have the right to terminate this Lease following a Casualty damage to or destruction of the Premises if any of the following occurs: (i) insurance proceeds (together with any additional amounts Tenant elects, at its option, agrees to contribute) contribute are not available to Landlord to pay one hundred percent (100%) of the cost to fully repair the damaged Premises, excluding the deductible for which Landlord shall be responsible; (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be substantially repaired by Landlord to a substantially similar condition as existed prior to such Casualty within two hundred seventy (270) days after the date of the damage or destruction; (iii) the Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlordearthquake faults, earthquake faults radiation, chemical waste and other similar dangers) within 360 days after the date of such Casualty, ; or (iiiiv) the Premises is are destroyed or materially damaged during the last twelve (12) months of the Term. In addition, Tenant shall have the right to terminate this Lease Term and an independent architect selected following damage to or destruction of the Premises if any of the following occurs: (A) the Premises cannot be or are not, with reasonable diligence, substantially repaired by Landlord and reasonably approved within two hundred seventy (270) days after the date of the damage or destruction or (B) the Premises are destroyed or damaged during the last twelve (12) months of the Term. Landlord shall provide Tenant with a good faith written estimate prepared by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (60) contractor of the period of time required for restoration within 30 days to repairfollowing the date of the casualty. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 7.2Lease, Landlord shall may give Tenant written notice of its election to terminate within thirty (30) days after Landlord it has knowledge of such Casualtydamage or destruction, and this Lease shall terminate effective as fifteen (15) days after the date Tenant receives such notice. If this Lease is terminated, Landlord shall, subject to the rights of its lender(s), be entitled to receive and retain all the insurance proceeds resulting from such damage, except for those proceeds payable under policies obtained by Tenant. If Landlord elects not to terminate the Lease, Landlord shall, promptly following the date of such notice; provideddamage or destruction and receipt of any amounts provided by Tenant pursuant to Section 20.2(i) above, howevercommence the process of obtaining necessary permits and approvals, that Tenant may nevertheless elect and shall commence repair of the Premises as soon as practicable and thereafter prosecute the same diligently to continue completion, in which event this Lease will continue in full force and effect, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination notice.

Landlord’s Right to Terminate. Landlord shall have the right to terminate this Lease following a Casualty damage to or destruction of the Premises if any of the following occurs: (i) the amount of insurance proceeds (together with any additional amounts Tenant elects, at its option, other than proceeds from business interruption or rental abatement insurance paid to contributecover the interruption of Landlord’s business) are not available that have been irrevocably committed (in writing within ninety (90) days following the date of damage) without material condition (except for the right to make progress payments) to be paid to Landlord by Landlord’s insurer is insufficient to pay one hundred percent (100%) of the cost to fully repair the Premisesdamaged Premises (including any real property or fixture improvement thereon, except for those items set forth on Exhibit ‘C’), excluding the deductible for which Tenant shall also be responsible (provided, however, in the event of damage or destruction prior to the Substantial Completion Date Tenant shall not be responsible for any deductible); (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be fully repaired by Landlord to a substantially similar condition as existed prior to such Casualty within twenty-four (24) months after the date of the damage or destruction; (iii) the Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlordearthquake faults, earthquake faults radiation, chemical waste and other similar dangers) within 360 days after the date of such Casualty, or ; (iiiiv) the Premises is are destroyed or materially damaged during the last twelve twenty-four (1224) months of the Lease Term and (exclusive of any option periods); or (v) an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) uncured Event of Default exists at the time of such damage will require more than sixty or destruction. Any Damage Determination Notice delivered pursuant to Section 20.6 shall specify which (60if any) days of the items described in Sections 20.2(i)-(v) are applicable to repairsuch Damage Determination Notice. If Notwithstanding the foregoing, if, prior to the Term Commencement Date, Landlord elects exercises its right to terminate this Lease following a Casualty pursuant to this Section 7.220.2, and provided that the damage or destruction giving rise to such termination was not caused by Tenant’s acts or omissions, then upon such termination Landlord shall give will immediately return to Tenant written notice of its election any Base Monthly Rental previously paid by Tenant to terminate within thirty (30) days after Landlord under this Lease, plus interest thereon at LIBOR if Landlord has knowledge of held such Casualty, and this Lease shall terminate effective as of the date of Base Monthly Rental payments for longer than twelve (12) months prior to such notice; provided, however, that Tenant may nevertheless elect to continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination noticetermination.

Landlord’s Right to Terminate. A final adjustment to Base Rent based upon the Remediation Cost shall be made at such time as the Landlord has completed remediation of the existing environmental conditions on the land on which the Project is to be developed and has obtained a No Further Action Letter with respect to such conditions. If the Remediation Cost exceeds $300,000 but does not exceed $500,000, Base Rent shall have be adjusted (in addition to any other adjustment required hereunder) in the right to terminate manner described in Section 37E above for the amount by which the Remediation Cost exceeds $300,000. Notwithstanding anything in this Lease following a Casualty to the contrary, if any of the following occurs: (i) insurance proceeds (together with any additional amounts Tenant elects, at its option, to contribute) are not available to Landlord to pay the cost to repair the Premises, (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be repaired Remediation Cost reasonably estimated by Landlord to a substantially similar condition as existed prior to such Casualty (or cannot be safely repaired because complete remediation of the presence existing environmental conditions on the land on which the Project is to be developed (including the cost of hazardous factorsenvironmental insurance) and to obtain a No Further Action letter exceeds $500,000, including, but not limited to, Hazardous Materials not caused by Landlord, earthquake faults and other similar dangers) within 360 days after the date of such Casualtyby written notice to Tenant, or (iii) the Premises is destroyed or materially damaged during the last twelve (12) months of the Lease Term and an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (60) days to repair. If Landlord elects to may terminate this Lease following a Casualty pursuant to this Section 7.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge of such Casualty, and this Lease shall terminate effective as of the date of such noticeLease; provided, however, that if the estimated cost is not in excess of $1,000,000, Tenant may nevertheless elect to continue this Lease in full force and effectmay, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election to Landlord within ten (10) days after receiving receipt of Landlord’s 's notice of termination, elect to keep the Lease in full force and effect by agreeing to pay (i) immediately, the amount of the estimated remediation cost (including the cost of environmental insurance) in excess of $750,000 and (ii) as Additional Base Rent, the amount of the estimated remediation cost (including the cost of environmental insurance) in excess of $300,000 (not, however, to exceed $450,000) amortized at 11% over the initial Term of the Lease. If the estimated remediation cost (including the cost of environmental insurance) is in excess of $1,000,000, Landlord shall have an absolute right to terminate this Lease. Upon termination noticeof the Lease pursuant to this Section 37F, Landlord shall refund to Tenant (A) the Base Rent and Estimated Basic Operating Costs for the first full month of the Lease Term paid by Tenant pursuant to Section 6B of this Lease, and (B) the Security Deposit paid by Tenant pursuant to Section 19 of this Lease. The Inducement Deposit shall not be refundable to Tenant.

Landlord’s Right to Terminate. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, Building and/or Project, and instead terminate this Lease, by notifying Tenant of such election in an applicable Landlord Casualty Notice, in which event such Landlord Casualty Notice shall include a termination date giving Tenant one hundred twenty (120) days to vacate the Premises, but Landlord may so elect only if the Building or Project shall be damaged by Casualty or cause, and one or more of the following conditions is present: (i) in the reasonable judgment of the Construction Professional, repairs cannot reasonably be completed within twelve (12) months after the date of the Casualty (when such repairs are made without the payment of overtime or other premiums); (ii) the Mortgagee shall require that the insurance proceeds or any material portion thereof be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) more than Five Million Dollars ($5,000,000) of the damage to the Premises or Project (other than the Tenant Improvements, Alterations and the Original Improvements) is not fully covered by Landlord's insurance policies or that portion of the proceeds from Landlord's insurance policies allocable to the Building or the Project, as the case may be, unless such shortfall is due to Landlord's failure to carry the insurance required to be carried by Landlord under this Lease (provided that Landlord shall have the right not be entitled to terminate this Lease following a Casualty if any within five (5) business days of receipt of Landlord's termination notice, Tenant commits to fund (and thereafter actually funds) the following occurs: (i) shortfall of insurance proceeds (together with any additional amounts Tenant elects, at its option, not due to contribute) are not available Landlord's failure to Landlord to pay the cost to repair the Premises, (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be repaired by Landlord to a substantially similar condition as existed prior to such Casualty (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlord, earthquake faults and other similar dangers) within 360 days after the date of such Casualty, carry required insurance); or (iiiiv) the Premises is destroyed or materially damaged damage occurs during the last twelve (12) months of the Lease Term (and an independent architect selected by Landlord Tenant has not exercised any option to extend the Lease Term) and repairs will reasonably approved by Tenant require in excess of ninety (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (6090) days to repair. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 7.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge of such Casualty, and this Lease shall terminate effective as of the date of such notice; provided, however, that Tenant may nevertheless elect to continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination notice.

Landlord’s Right to Terminate. Landlord shall have the right to terminate this Lease following a Casualty if any more than twenty five percent (25%) of the following occurs: (i) Building is damaged by a Casualty which is not a risk normally covered by the insurance proceeds (together with any additional amounts Tenant elects, at its option, Landlord is required to contribute) are not available carry pursuant to Landlord to pay the cost to repair the Premises, (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be repaired by Landlord to a substantially similar condition as existed prior to such Casualty (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlord, earthquake faults and other similar dangers) within 360 days after the date of such Casualty, or (iii) the Premises is destroyed or materially damaged during the last twelve (12) months of the Lease Term and an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (60) days to repairSection 11.2. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 7.212.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge of such Casualty, and this Lease shall terminate effective as of thirty (30) days after the date of such notice; provided. However, however, that Tenant shall have the right to fund the uninsured portion of any such Casualty. Tenant may nevertheless exercise such right by providing Landlord with written notice within thirty (30) days from the date of receipt of Landlord's notice of termination. If Tenant does not elect to continue fund the uninsured portion of the Casualty, this Lease shall terminate thirty (30) days after the date of Landlord's notice of termination. If Landlord does not elect to so terminate this Lease or if Tenant provides Landlord with notice of its intent to fund the uninsured portion, this Lease will continue in full force and effect, in which case and Landlord shall promptly commence the process of obtaining necessary permits and approvals for the repair of the Building and/or Premises, and shall commence such repair and diligently prosecute the same to completion as soon thereafter as is practicable at Landlord's expense. Tenant shall repair any damage to fully cooperate with Landlord in removing Tenant's Personal Property from the Premises and shall pay to facilitate the cost making of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination notice.

Landlord’s Right to Terminate. Landlord shall have the right may elect to terminate this Lease following a Casualty if any damage by fire or other casualty, effective as of the date of the occurrence of such damage, under the following occurscircumstances: (i) if in Landlord's reasonable judgment the Building cannot be substantially repaired and restored under Applicable Laws within six (6) months from the date of the casualty; (ii) if adequate insurance proceeds (together with any additional amounts Tenant elects, at its option, to contribute) are not for any reason (other than Landlord's failure to obtain coverages required pursuant to paragraph 12.3(a)), including, without limitation, the casualty not being a casualty for which Landlord is required to maintain insurance pursuant to paragraph 12.3(a) or a decision made by any holder of any encumbrance covering any part of the Premises, not to make available to Landlord from Landlord's insurance policies (and/or from Landlord's funds made available for such purpose, in Landlord's sole and absolute discretion) an amount sufficient to pay cover all of the cost of the required repairs (excluding the deductible under the policy); (iii) if the Building is damaged or destroyed to the extent that, in the reasonable judgment of Landlord, the cost to repair and restore the PremisesBuilding would exceed fifty percent (50%) of the full replacement cost of the Building; (iv) if the fire or other casualty occurs during the last one (1) year of the term of the Lease and the damage to the Building is material; or (v) if the casualty is caused by earthquake and the deductible amount payable under Landlord's earthquake insurance policy exceeds $100,000. If any of the circumstances described in subparagraphs (i), (ii), (iii) Landlord’s independent architect determines that the Premises cannotor (iv) of this paragraph 13.3 occur or arise, with reasonable diligence, be repaired by Landlord to a substantially similar condition as existed prior to such Casualty shall give Tenant notice within sixty (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlord, earthquake faults and other similar dangers60) within 360 days after the date of such Casualtythe casualty, or (iii) the Premises is destroyed or materially damaged during the last twelve (12) months of the Lease Term and an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (60) days to repair. If specifying whether Landlord elects to terminate this Lease following a Casualty pursuant as provided above or Landlord's estimate of the time required to this Section 7.2, complete Landlord's repair obligations if more than nine (9) months from the date of the casualty. In the event Landlord shall give Tenant written notice of its election elects to terminate within thirty (30) days after Landlord has knowledge of such Casualtythis Lease, and this Lease shall terminate be terminated effective as of the date of such notice; provided, however, that Tenant may nevertheless elect casualty pursuant to continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving termination by Landlord’s termination notice.

Landlord’s Right to Terminate. Landlord shall have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within thirty days after the date of such damage or destruction: (a) The Building is damaged by any peril covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction or by any peril which would have been covered by the insurance Landlord is required to maintain pursuant to Section 9.2 (an “Insured Peril”) to such an extent that the estimated cost to restore the Building exceeds the lesser of (i) the insurance proceeds available from insurance actually carried by Landlord (or which Landlord was required to carry pursuant to Section 9.2(a) hereof) plus the amount of any deductible (up to a maximum amount of five percent (5%) of the replacement cost of the Building), plus any amount that the Tenant agrees in writing to contribute towards restoration, or (ii) fifty percent of the then actual replacement cost of the Building; (b) The Building is damaged by an uninsured peril, which peril Landlord was not required to insure against pursuant to the provisions of Article 9 of this Lease, provided, however, that, subject to the requirements of the holder of any deed of trust encumbering the Property, Landlord shall not have the right to terminate this Lease following a Casualty if any of the following occurs: (i) insurance proceeds (together with any additional amounts Tenant elects, at its option, to contribute) are not available to Landlord to pay the cost to repair the Premises, (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be repaired by Landlord to a substantially similar condition as existed prior to such Casualty (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by notifies Landlord, earthquake faults and other similar dangers) within 360 days after the date of such Casualty, or (iii) the Premises is destroyed or materially damaged during the last twelve (12) months of the Lease Term and an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) such damage will require more than sixty (60) days to repair. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 7.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge Tenant receives Landlord’s written notice of such Casualty, and termination pursuant to this Lease shall terminate effective as of the date of such notice; provided, howeverSection 10.3, that Tenant may nevertheless elect to continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Premises and shall will pay for the cost of such repairsrestoration of the Leased Premises, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis in excess of any insurance proceeds to be received by Landlord Landlord. (c) The Building is damaged by any peril and, because of the laws then in force, the Building (i) cannot be restored at reasonable cost or Landlord’s Lender (ii) if restored, cannot be used for the damage repaired by Tenantsame use being made thereof before such damage. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination notice.10.4

Landlord’s Right to Terminate. Landlord shall have the right to terminate this Lease following a Casualty damage to or destruction of the Premises if any of the following occurs: (i) insurance proceeds (together with any additional amounts Tenant elects, at its option, agrees to contribute) contribute are not available to Landlord to pay one hundred percent (100%) of the cost to fully repair the damaged Premises, excluding the deductible for which Tenant shall also be responsible; (ii) Landlord’s independent architect determines that the Premises cannot, with reasonable diligence, be fully repaired by Landlord to a substantially similar condition as existed prior to such Casualty within one hundred twenty (120) days after the date of the damage or destruction; (iii) the Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Hazardous Materials not caused by Landlordearthquake faults, earthquake faults radiation, chemical waste and other similar dangers) within 360 days after the date of such Casualty, or ; (iiiiv) the Premises is are destroyed or materially damaged during the last twelve (12) months of the Term; or (v) Tenant is in default under the terms of this Lease Term and an independent architect selected by Landlord and reasonably approved by Tenant (“Landlord’s Architect”) determines (which determination shall be made and forwarded to Tenant promptly after such Casualty) at the time of such damage will require more than sixty (60) days to repairor destruction. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 7.2Lease, Landlord shall may give Tenant written notice of its election to terminate within thirty (30) days after Landlord it has knowledge of such Casualtydamage or destruction, and this Lease shall terminate effective as fifteen (15) days after the date Tenant receives such notice. If this Lease is terminated, Landlord shall, subject to the rights of its lender(s), be entitled to receive and retain all the insurance proceeds resulting from such damage, except for those proceeds payable under policies obtained by Tenant which specifically insure Tenant's Personal Property. If Landlord elects not to terminate the Lease, Landlord shall, promptly following the date of such notice; provideddamage or destruction and receipt of amounts required of Tenant pursuant to Paragraph 22(b)(i) above, howevercommence the process of obtaining necessary permits and approvals, that Tenant may nevertheless elect and shall commence repair of the Premises as soon as practicable and thereafter prosecute the same diligently to continue completion, in which event this Lease will continue in full force and effect, in which case Tenant shall repair any damage to the Premises and shall pay the cost of such repairs, except that Landlord shall deliver to Tenant on a commercially reasonable construction draw basis any insurance proceeds received by Landlord or Landlord’s Lender for the damage repaired by Tenant. Tenant shall give Landlord written notice of such election within ten (10) days after receiving Landlord’s termination notice.