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

Lessee’s Right to Terminate. (a) If (i) the architect determines in accordance with Section 12.1 above that the Casualty resulted in damage to all or a substantial part of the Building which will take in excess of (x) eighteen (18) months from the beginning of restoration to restore the Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs at any time during the Lease Term or (y) three (3) months from the beginning of restoration to restore the Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs during the last twelve (12) months of the then current Lease Term, but Lessor does not elect to terminate this Lease, or (ii) as a result of a Casualty to the Building, Lessee must either (A) cease its operations at such Building for a period of fifteen (15) months or more, (B) move a Substantial Portion of its operations from the Building or relocate a Substantial Percentage of its employees from the Building to another location not on the Property for a period of fifteen (15) months or more or (C) lay off a Substantial Percentage of its employees working at the Building for a period of fifteen (15) months or more (any of the foregoing Casualties described in clause (i) or (ii), a “Substantial Casualty”), then Lessee may elect to terminate this Lease upon giving notice of such election in writing to Lessor within sixty (60) days after Lessee is notified in writing of the architect’s determination as to the time required to restore the Building or Lessee determines that a Substantial Casualty under clause (ii) above has occurred, which notice shall specify a termination date not earlier than sixty (60) days after the date of the notice.

Lessee’s Right to Terminate. (a) If So long as the Lessee can satisfy the Termination Conditions, the Lessee shall have the right, upon eighteen (18) months' notice to the Lessor (the "Termination Notice"), to terminate the lease of the Project as a whole (i) on the last day of the Initial Term or (ii) on the last day of any Extended Term or Renewal Term (either of such dates as identified in the Termination Notice being hereinafter called the "Termination Date"), by arranging, at its own cost and expense, for the sale of the Project in an arm's-length transaction on the Termination Date and the receipt by the Lessor of cash in an amount equal to the sale price of the Project (the "Cash Proceeds"). In the event the Lessee has given a Termination Notice pursuant to this paragraph (a) and has failed to arrange for the sale of the Project in an arm's-length transaction on the last day of the Initial Term pursuant to paragraph (b) of this Section 12, or on the last day of any Extended Term or Renewal Term pursuant to paragraph (c) of this Section 12, the Cash Proceeds shall be deemed to be $1. In the event the Lessee is unable to satisfy the Termination Conditions on the Termination Date, the Lessee shall not terminate this Lease pursuant to this paragraph (a), and the Lessee shall purchase the Project as provided in paragraph (e) of Section 13 hereof, unless the Lessee has obtained the prior written consent of the Lessor and Assignee to such termination of this Lease and the sale of the Project. In addition, if the Lessee has given a Termination Notice and an Event of Default occurs, the Termination Notice shall be invalidated and the Lessee shall no longer have the right to cause the termination of the lease of the Project and sale of the Project to its designee in accordance with the terms of this paragraph (a). At the time the Project is sold pursuant to this Section 12, the Lessor shall deliver the documents described in paragraph (h) of Section 29 hereof, and the Lessor's rights and obligations in respect of the Ground Lease, the Easements, the EPC Contract and any other Project Contract to which the Lessor is a party, shall be assumed by the purchaser, with the Lessor released from liability in respect thereof. In addition, (i) the architect determines Lessee shall assign (or if not legally assignable, cooperate and assist to the extent necessary or required in accordance with Section 12.1 above that the Casualty resulted in damage transfer or reissuance thereof) to the purchaser, at no cost, all or a substantial part right, title and interest of the Building which will take in excess of (x) eighteen (18) months from Lessee in, to and under all Governmental Actions and Intellectual Property Rights needed for the beginning of restoration to restore the Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs at any time during the Lease Term equipping, maintenance, operation or (y) three (3) months from the beginning of restoration to restore the Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs during the last twelve (12) months use of the then current Lease TermProject and obtained and held by the Lessee at that time, but Lessor does not elect to terminate this Lease, or (ii) the Lessee shall assign to the purchaser, at no cost, and the purchaser shall assume, all right, title and interest of the Lessee in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a result precondition thereunder to an assignment to any such non-foreclosure purchaser designated by the Lessee, to use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of a Casualty the Project Contracts, (iii) the Lessee shall assign to the Buildingpurchaser, Lessee must either (A) cease its operations at such Building for a period of fifteen (15) months or moreno cost, (B) move a Substantial Portion of its operations from the Building or relocate a Substantial Percentage of its employees from the Building to another location not on the Property for a period of fifteen (15) months or more or (C) lay off a Substantial Percentage of its employees working at the Building for a period of fifteen (15) months or more (any all right, title and interest of the foregoing Casualties described Lessee in, to and under all service agreements in clause (i) existence at that time in connection with the equipping, maintenance, operation or (ii), a “Substantial Casualty”), then Lessee may elect to terminate this Lease upon giving notice of such election in writing to Lessor within sixty (60) days after Lessee is notified in writing use of the architect’s determination Project, and (iv) as a condition to such sale, the purchaser shall be entitled to succeed to the time Lessor's rights and obligations under the Facility Support Agreement. In the event the Lessee fails to obtain any consents required to restore the Building or Lessee determines that a Substantial Casualty under in clause (ii) above has occurred, which notice shall specify a termination date not earlier than sixty (60) days after the date of the noticeimmediately preceding sentence, at the request of such purchaser, the Lessee shall agree to (1) at the expense of such purchaser, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such purchaser, (2) at the expense of such purchaser, and subject to the receipt of indemnification reasonably acceptable to the Lessee, take all actions requested by such purchaser with respect to such Project Contracts (including all actions with respect to the enforcement of the Lessee's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such purchaser.

Lessee’s Right to Terminate. (a) If (i) So long as the architect determines in accordance with Section 12.1 above that Lessee can satisfy the Casualty resulted in damage to all or a substantial part of Termination Covenants, the Building which will take in excess of (x) Lessee shall have the right, upon eighteen (18) months from the beginning of restoration to restore the Building months' irrevocable notice to the same condition Lessor (the "Termination Notice"), to terminate the lease of the Project as existed immediately prior to a whole (i) on the Casualty and last day of the Casualty occurs at any time during last month of the Lease Term or (yii) three (3) months from on any Basic Rent Payment Date during the beginning Renewal Term, by arranging, at its own cost and expense, for the sale of restoration to restore the Building Project in an arm's-length transaction on the date of termination and the receipt by the Lessor of cash in an amount equal to the same condition as existed immediately sale price of the Project (the "Cash Proceeds"). In the event the Lessee is unable to satisfy the Termination Covenants, the Lessee shall not terminate this Lease pursuant to this paragraph (a) unless the Lessee has obtained the prior written consent of the Lessor and Assignee to such termination of this Lease and the sale of the Project. In addition, if an Event of Default has occurred and is continuing, and, prior to the Casualty termination of this Lease pursuant to this paragraph (a), the Lessor arranges for the sale of the Project to a third party purchaser, the Termination Notice shall be invalidated and the Casualty occurs during Lessee shall no longer have the last twelve (12) months right to cause the termination of the then current lease of the Project and sale of the Project to its designee in accordance with the terms of this paragraph (a). At the time the Project is sold pursuant to this Section 12, the Lessor shall deliver the documents described in paragraph (i) of Section 29 hereof, and the Lessor's rights and obligations in respect of the Ground Lease Termshall be assumed by the purchaser, but with the Lessor does not elect released from liability in respect thereof. In addition, (i) the Lessee shall assign to terminate this Leasethe purchaser, at no cost, all right, title and interest of the Lessee in, to and under all Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or use of the Project and obtained and held by the Lessee at that time, (ii) the Lessee shall assign to the purchaser, at no cost, and the purchaser shall assume, all right, title and interest of the Lessee in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a result precondition thereunder to an assignment to any such non-foreclosure purchaser designated by the Lessee, to use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of a Casualty the Project Contracts, and (iii) the Lessee shall assign to the Buildingpurchaser, Lessee must either (A) cease its operations at such Building for a period of fifteen (15) months or moreno cost, (B) move a Substantial Portion of its operations from the Building or relocate a Substantial Percentage of its employees from the Building to another location not on the Property for a period of fifteen (15) months or more or (C) lay off a Substantial Percentage of its employees working at the Building for a period of fifteen (15) months or more (any all right, title and interest of the foregoing Casualties described Lessee in, to and under all service agreements in clause (i) existence at that time in connection with the equipping, maintenance, operation or (ii), a “Substantial Casualty”), then Lessee may elect to terminate this Lease upon giving notice of such election in writing to Lessor within sixty (60) days after Lessee is notified in writing use of the architect’s determination as Project. In the event the Lessee fails to the time obtain any consents required to restore the Building or Lessee determines that a Substantial Casualty under in clause (ii) above has occurred, which notice shall specify a termination date not earlier than sixty (60) days after the date of the noticeimmediately preceding sentence, at the request of such purchaser, the Lessee shall agree to (1) at the expense of such purchaser, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such purchaser, (2) at the expense of such purchaser, and subject to the receipt of indemnification reasonably acceptable to the Lessee, take all actions requested by such purchaser with respect to such Project Contracts (including all actions with respect to the enforcement of the Lessee's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such purchaser.

Lessee’s Right to Terminate. (a) If (i) the architect determines in accordance with Section 12.1 above that the Casualty resulted in damage to all or a substantial part of the SBC Building or the Lakewood Building which will take in excess of (x) eighteen twelve (1812) months from the beginning of restoration to restore the such Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs at any time during the Lease Term or (y) three (3) months from the beginning of restoration to restore the such Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs during the last twelve eighteen (1218) months of the then current Lease Term, but Lessor does not elect to terminate this Lease, or (ii) as a result of a Casualty to the SBC Building or the Lakewood Building, Lessee must either (A) cease its operations at such Building for a period of fifteen nine (159) months or more, (B) move a Substantial Portion of its operations from the such Building or relocate a Substantial Percentage of its employees from the such Building to another location not on the Property for a period of fifteen nine (159) months or more or (C) lay off a Substantial Percentage of its employees working at the Building for a period of fifteen nine (159) months or more (any of the foregoing Casualties described in clause (i) or (ii), a “Substantial Casualty”), then Lessee may elect to terminate this Lease in whole or, if applicable, as to the Lakewood Building, upon giving notice of such election in writing to Lessor within sixty seventy-five (6075) days after Lessee is notified in writing of the architect’s determination as to the time required to restore the such Building or Lessee determines that a Substantial Casualty under clause (ii) above has occurred, which notice shall specify a termination date not earlier than sixty (60) days after the date of the notice. Notwithstanding the foregoing, if a Substantial Casualty affects only the Lakewood Building or is a Substantial Casualty as to the Lakewood Building but is not a Substantial Casualty as to the SBC Building, then Lessee may only terminate this Lease in part as to the Lakewood Building and not as to the SBC Building (which Lessor shall be obligated to restore pursuant to Section 12.1). If Lessee fails to timely provide such notice, Lessee shall be deemed to have waived its right to terminate this Lease, in which event this Lease shall remain in full force and effect and Lessee shall be obligated to pay the Rent during the period of repair, restoration or rebuilding, provided that any rent interruption insurance proceeds shall be payable solely to Lessee.

Lessee’s Right to Terminate. (a) If So long as the Lessee can satisfy the Termination Covenants, the Lessee shall have the right, upon eighteen (18) months' irrevocable notice (the "TERMINATION NOTICE") to the Lessor (which notice shall indicate if the Lessee will cause the Guarantor to assume the outstanding indebtedness of the Lessor under its Financing Arrangements pursuant to the terms of paragraph (d) of this Section 12 at the end of the Initial Term), to terminate the lease of the Project as a whole (i) on the last day of the last month of the Initial Term or the Extended Term or (ii) on any Basic Rent Payment Date during the Renewal Term, by arranging, at its own cost and expense, for the sale of the Project in an arm's-length transaction on the date of termination and the indefeasible receipt by the Lessor of cash in an amount equal to the sale price of the Project (the "CASH PROCEEDS"). In the event the Lessee is unable to satisfy the Termination Covenants, the Lessee shall not terminate this Lease pursuant to this paragraph (a) unless the Lessee has obtained the prior written consent of the Lessor and Assignee to such termination of this Lease and the sale of the Project. In addition, if an Event of Default or Termination Event has occurred and is continuing, and, prior to the termination of this Lease pursuant to this paragraph (a), the Lessor arranges for the sale of the Project to a third party purchaser, the Termination Notice shall be invalidated and the Lessee shall no longer have the right to cause the termination of the lease of the Project and sale of the Project to its designee in accordance with the terms of this paragraph (a). At the time the Project is sold pursuant to this Section 12, the Lessor shall deliver the documents described in paragraph (i) of Section 29 hereof. In addition, (i) the architect determines in accordance with Section 12.1 above that Lessee shall assign to the Casualty resulted in damage to purchaser, at no cost, all or a substantial part right, title and interest of the Building which will take in excess of (x) eighteen (18) months from Lessee in, to and under all Governmental Actions and Intellectual Property Rights needed for the beginning of restoration to restore the Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs at any time during the Lease Term THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY equipping, maintenance, operation or (y) three (3) months from the beginning of restoration to restore the Building to the same condition as existed immediately prior to the Casualty and the Casualty occurs during the last twelve (12) months use of the then current Lease TermProject and obtained and held by the Lessee at that time, but Lessor does not elect to terminate this Lease, or (ii) the Lessee shall assign to the purchaser, at no cost, and the purchaser shall assume, all right, title and interest of the Lessee in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a result precondition thereunder to an assignment to any such non-foreclosure purchaser designated by the Lessee, to use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of a Casualty the Project Contracts, and (iii) the Lessee shall assign to the Buildingpurchaser, Lessee must either (A) cease its operations at such Building for a period of fifteen (15) months or moreno cost, (B) move a Substantial Portion of its operations from the Building or relocate a Substantial Percentage of its employees from the Building to another location not on the Property for a period of fifteen (15) months or more or (C) lay off a Substantial Percentage of its employees working at the Building for a period of fifteen (15) months or more (any all right, title and interest of the foregoing Casualties described Lessee in, to and under all service agreements in clause (i) existence at that time in connection with the equipping, maintenance, operation or (ii), a “Substantial Casualty”), then Lessee may elect to terminate this Lease upon giving notice of such election in writing to Lessor within sixty (60) days after Lessee is notified in writing use of the architect’s determination as Project. In the event the Lessee fails to the time obtain any consents required to restore the Building or Lessee determines that a Substantial Casualty under in clause (ii) above has occurred, which notice shall specify a termination date not earlier than sixty (60) days after the date of the noticeimmediately preceding sentence, at the request of such purchaser, the Lessee shall agree to (1) at the expense of such purchaser, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such purchaser, (2) at the expense of such purchaser, and subject to the receipt of indemnification acceptable to the Lessee, take all actions requested by such purchaser with respect to such Project Contracts (including all actions with respect to the enforcement of the Lessee's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such purchaser.