Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement.
Appears in 2 contracts
Samples: Lease (C4 Therapeutics, Inc.), Lease (C4 Therapeutics, Inc.)
Service Interruptions. When necessary In the event that there shall be an interruption, curtailment or suspension of any service required to be provided by reason Landlord pursuant to Exhibit 3.02 (and no reasonably equivalent alternative service or supply is provided by Landlord) (but not including any services that are then subject to Tenant’s facilities management rights pursuant to the exercise of accident or emergencyTenant’s rights under Section 3.03), or for repairsif Landlord fails to commence and diligently prosecute to completion any repair or maintenance required by Landlord under this Lease within applicable notice and cure periods, alterationsthat shall materially interfere with Tenant’s use and enjoyment of a material portion of the Premises, replacements or improvements which in and Tenant actually ceases to use the reasonable judgment affected portion of Landlord are desirable or necessary to be madethe Premises (any such event, or by reason of event(s) of Force Majeurea “Service Interruption”), Landlord reserves the right to interrupt, curtail, stop or suspend and if (i) such Service Interruption shall continue for five (5) consecutive business days following receipt by Landlord of written notice from Tenant describing such Service Interruption (the furnishing of heating“Service Interruption Notice”), elevator, air conditioning, and cleaning services and (ii) such Service Interruption shall not have been caused, in whole or in part, by matters described by Article 11 or by an act or omission in violation of this Lease by Tenant or by any negligence of Tenant, or Tenant’s agents, employees, contractors or invitees, and (iii) the operation cure of the plumbing condition giving rise to the Material Service Interruption is within Landlord’s reasonable control (a Service Interruption that satisfies the foregoing conditions being referred to hereinafter as a “Material Service Interruption”) then, as liquidated damages and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility sole remedy at law or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoingequity, Tenant shall be entitled to a proportionate an equitable abatement of Base Rent in Rent, based on the event nature and duration of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Material Service Interruption” shall occur in , the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable affected, and the then current Rent amounts, for the entirety period that shall begin on the commencement of the Landlord such Service Interruption Cure Period (as defined below), (ii) and that shall end on the day such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Material Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03cease. Notwithstanding the foregoing, if either (w) a Material Service Interruption continues for 180 days (provided that such 180 day period shall be extended for a period of up to an additional 90 days so long as Landlord or is diligently prosecuting to cure such Material Services Interruption) following delivery of the Service Interruption Notice, (x) Tenant disputes simultaneously delivered the Service Interruption Notice to any then-Mortgagee (as defined in good faith whetherSection 10.1), or (y) such Mortgagee has not cured such Material Service Interruption within the extent to whichperiod set forth in Section 10.3, an event is subject to the provisions of this Section 6.03, or the amount of and (z) such Material Service Interruption adversely interferes with Tenant’s abatement operations in either (i) at least 25% of Base Rent hereunderthe Premises (measured in rentable square feet) or (ii) any portion of the Lab Portion such that there are material adverse consequences to critical laboratory operations of Tenant in progress or planned at the time such Material Service Interruption commenced, then following such dispute period Tenant shall be resolved in accordance with Section 16.17 of have the option to terminate this LeaseLease upon thirty (30) days prior written notice to Landlord and such Mortgagee; provided, however, that in if such Material Service Interruption shall cease prior to the event that it is ultimately determined that there was a Landlord Service Interruptionexpiration of such thirty (30) day period, then Tenant such termination notice shall have the right be of no force or effect. The provisions of this Section 7.06 shall not apply to a retroactive equitable abatement matters arising out of Base Rent for the period as set forth aboveany casualty or taking by eminent domain, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment which events are addressed by Article 11 of Rent due under the Lease not yet received on account of the retroactive abatementthis Lease.
Appears in 2 contracts
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend (i) the furnishing emergencies, or for any Work of heatingImprovement which, elevatorin Landlord’s reasonable judgment, air conditioningis necessary or appropriate, until such Unavoidable Delay, accident or emergency shall cease or such Work of Improvement is completed and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord shall not be liable for any interruption, curtailment or failure to supply services. Landlord shall exercise use reasonable diligence efforts to eliminate minimize interference with Tenant’s use and occupancy of the cause Premises as a result of any such interruption, curtailmentcurtailment or failure of or defect in such service, stoppage or suspensionchange in the supply, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereundercharacter and/or quantity of, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reducedelectrical service, and the Landlord shall have no responsibility or liability for to restore any such interruptionservices, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, remedy such situation and shall make commercially reasonable efforts to avoid the same interfering minimize any interference with Tenant’s business. The exercise of any such right or the occurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Amended and Restated Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise. Landlord shall not be liable in any way to Tenant for any failure, defect or interruption of, or change in the supply, character and/or quantity of, electric service furnished to the Premises for any reason except if attributable to the gross negligence or willful misconduct of Landlord. Notwithstanding the foregoing, Tenant shall be entitled foregoing and any other provision of this Lease to a proportionate abatement of Base Rent the contrary (other than in the event of a Landlord Service Interruption (as defined belowcasualty or a Taking, for which the provisions of Articles 11 and 12 of this Lease shall govern). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event if (i) any services to the Premises shall lack or any service which Landlord is required utilities to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases are interrupted due to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is a cause within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord willor Tenant’s ability to use and occupy part or all of the Premises is impaired due to the foregoing activities of Landlord, if reasonably practicalits agents, cooperate with Tenant to arrange for employees or contractors, in the provision performance of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished such Work of Improvement, (ii) Tenant is unable to, and Tenant will permit Landlord the necessary access to does not, use such part or all of the Premises as a result of such interruption or impairment, (iii) Tenant shall have given notice respecting such interruption or impairment to remedy Landlord, and (iv) Landlord shall have failed to cure such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven interruption or impairment within five (75) consecutive Business Days days after Landlord’s receipt of written notice from Tenant receiving such notice, then Rent hereunder as to such part or all of the Landlord Service InterruptionPremises shall thereafter be abated beginning on the first (1st) day of such interruption or impairment until such time as such interruption is restored or such impairment shall cease, or Tenant begins using such part or all of the Premises again, whichever shall first occur. This Section 6.03 Such abatement of Rent shall be Tenant’s sole and exclusive remedy on account recourse in the event of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any such interruption or failure impairment. In the event of services required to be provided by Landlord under Section 6.02(a) a casualty or Exhibit E attached heretoa Taking, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence applicable provisions of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to Lease shall prevail over the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement10.11.
Appears in 2 contracts
Samples: Lease (Marchex Inc), Lease (Marchex Inc)
Service Interruptions. When The Landlord shall not be required to provide heat, air conditioning, or ventilation to the Premises if any action of the Tenant, or any force majeure event as defined in Section 32.1, makes it impossible for the Landlord reasonably to do so. Further, Landlord shall not be liable for the interruption, curtailment, stoppage or suspension of services and utilities when necessary by reason of accident or emergency, emergency or suspension of utility services or when necessary for repairs, alterations, replacements or improvements which desirable or necessary in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason for any cause beyond the reasonable control of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord. Landlord shall exercise use commercially reasonable diligence efforts to eliminate restore services after an interruption shall occur. In the cause event of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent, additional rent or other compensation charges due from Tenant to Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder shall not be affected or reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppagestoppage or suspension. Notwithstanding anything to the contrary contained in this Section 11.6, in the event there shall be an interruption, curtailment or a suspension of services a building system or systemsa latent defect in the Landlord Work of which Landlord has notice prior to the expiration of the initial term of the Lease (“Service Interruption”) and (i) if such Service Interruption shall continue for more than five (5) consecutive business days (except in the event of an interruption caused by events described in Article 32, except as provided herein. Landlord in which case it shall schedule be ten (10) consecutive business days); and (ii) such Service Interruption shall materially impair the operation of Tenant’s business in the Premises, rendering all non-emergency interruptionsor any material part of the Premises inaccessible or untentantable and, curtailmentswhere applicable, stops Tenant’s generator (if any) has not functioned in a manner that would permit Tenant to continue to operate in all or suspensions a material portion of services the Premises and (iii) such Service Interruption has not been caused by the public utility servicing or systems in advance after consultation with supplying the Building, by an act of Tenant or Tenant’s servants, employees or contractors or anyone claiming by through or under Tenant, and shall make commercially reasonable efforts to avoid by fire or other casualty (the same interfering with occurrence of which is governed by Article 12), then as Tenant’s business. Notwithstanding the foregoingsole remedy in connection with such Service Interruption, Tenant shall be entitled to a proportionate an abatement of Base Fixed Rent in and Additional Rent for Operating Expenses and Real Estate Taxes (based on the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area square footage of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions Service Interruption) beginning on the sixth or 11th, as applicable, consecutive business day of Section 9.06such Service Interruption and ending on the date such Service Interruption ceases. For the purposes hereofWhere used in this Lease, the term “Landlord Service Interruption Cure Periodbusiness day” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services mean Monday through Friday other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, state and Federal holidays on which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth banks in the first sentence City of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent New Haven are not open for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementbusiness.
Appears in 1 contract
Samples: Lease (Alexion Pharmaceuticals Inc)
Service Interruptions. When necessary For purposes of this Lease, a “Service Failure” shall mean any interruption, suspension or termination of services being provided to Tenant by reason Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of accident Laws; (2) the failure, interruption or emergencymalfunctioning of any electrical or mechanical equipment, utility or for other service to the Building or Project; (3) the performance of repairs, maintenance, improvements or alterations, replacements ; or improvements which in (4) the occurrence of any other event or cause whether or not within the reasonable judgment control of Landlord. No Service Failure shall render Landlord are desirable or necessary liable to be madeTenant, or by reason constitute a constructive eviction of event(s) of Force MajeureTenant, Landlord reserves the right give rise to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or an abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, Rent (except as provided hereinbelow), or relieve Tenant from the obligation to fulfill any covenant or agreement. In no event shall Landlord shall schedule all non-emergency interruptionsbe liable to Tenant for any loss or damage, curtailments, stops or suspensions including the theft of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s businessProperty, arising out of or in connection with any Service Failure or the failure of any Building safety services, personnel or equipment. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event that the Premises or any portion thereof is rendered unfit for occupancy for the Permitted Use, and Tenant is prevented from using, and does not use, the Premises or portion thereof, as a result of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is Failure within Landlord’s reasonable controlcontrol (unless the Service Failure is caused by a fire or other casualty, in which event Section 16 controls), then Tenant shall give Landlord written notice of such Service Failure. During If such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange Failure continues for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven five (75) consecutive Business Days after Landlord’s receipt of written any such notice from Tenant (the “Eligibility Period”), then Tenant’s Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses shall be abated or reduced, as the case may be, after expiration of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services Eligibility Period for such time that the Premises or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required portion thereof continues to be provided by Landlord under Section 6.02(a) rendered unfit for occupancy for the Permitted Use, and Tenant continues to be prevented from using, and does not use, the Premises or Exhibit E attached heretoa portion thereof, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence proportion that the rentable area of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or portion of the extent to which, an event Premises that is subject rendered unfit for occupancy bears to the provisions total rentable area of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this LeasePremises; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right not be entitled to a retroactive equitable any such abatement of Base Rent for the period as set forth above, provided that, or reduction if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Service Failure is caused by a Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementParty.
Appears in 1 contract
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s businessnotify Tenant thereof. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby (a) rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), or (b) materially interfering with the normal functioning of the laboratory space or the vivarium, in each case located within the Premises, for the entirety of the Landlord Service Interruption Cure Period; (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant Tenant, in fact fact, ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period and/or such interruption materially interferes with the normal functioning of the laboratory space or the vivarium, in each case located within the Premises, for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement.
Appears in 1 contract
Samples: SQZ Biotechnologies Co
Service Interruptions. When necessary (a) Landlord does not warrant that the services provided by reason of accident or emergencyLandlord will be free from any slow-down, interruption, or for repairsstoppage under voluntary agreement between Landlord and governmental bodies, regulatory agencies, utility companies, and others supplying services or caused by the maintenance, repair, replacement, or improvement of any equipment involved in the furnishing of the services or caused by changes of services, alterations, replacements strikes, lock-outs, labor controversies, fuel shortages, accidents, acts of God, the elements, or improvements which in other causes beyond the reasonable judgment control of Landlord are desirable or necessary to be madeLandlord. Except as otherwise provided in this Paragraph 8, Paragraphs 20 and 32(e), no slow down, interruption, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation stoppage of the plumbing services may be construed as an eviction, actual or constructive, of Tenant or cause an abatement of Rent or in any manner or for any purpose relieve Tenant from its obligations under this Lease. Except as otherwise provided in this Paragraph 8, Paragraphs 20 and electric systems32(e) Landlord is not liable for damage to persons or property, or in default under this Lease, as a result of any slow-down, interruption, or stoppage. Landlord shall exercise reasonable use due diligence to eliminate resume the cause of service upon any such slow-down, interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, if Tenant is prevented from using, in its reasonable and customary manner, all or part of the Premises (the "Affected Area") as a result of an Abatement Event (as defined below), and if this Abatement Event continues for three (3) consecutive business days after Landlord's receipt of notice from Tenant of the Abatement Event (the "Eligibility Period"), the Rent and all other sums payable under this Lease shall be abated or reduced after the expiration of the Eligibility Period for such time that Tenant continues to be prevented from using, in Tenant's reasonable and customary manner, the Affected Area in the proportion that the Rentable Square Feet of the Affected Area bears to the total Rentable Square Feet of the Premises. In addition, Tenant shall be entitled to a proportionate abatement of Base Rent in exercise the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those remedies set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement32(e) below.
Appears in 1 contract
Samples: Office Lease (Denbury Resources Inc)
Service Interruptions. When necessary by reason of accident or emergencyNotwithstanding anything to the contrary set forth herein, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend if (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, a stoppage or suspension, but there shall be no diminution or abatement interruption of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord an Essential Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) to the Premises shall lack occur and such stoppage or interruption is due solely to the gross negligence or willful misconduct of Landlord and not due in any service which Landlord is required part to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the any act or omission on the part of Tenant or any Tenant Party; Party or any matter beyond Landlord’s reasonable control (iiiany such stoppage or interruption of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord such Service Interruption Cure Period; continues for more than 5 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then there shall be an abatement of one day’s Base Rent and Tenant’s Share of Operating Expenses for each day during which such Service Interruption continues after such 5 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Base Rent and Tenant’s Share of Operating Expenses shall only be proportionate to the nature and extent of the interruption of service was Tenant’s normal operations or ability to use the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable controlPremises. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with The rights granted to Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 under this paragraph shall be Tenant’s sole and exclusive remedy on account resulting from a failure of an interruption Landlord to provide services or utilities, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive reliefutilities. This Section 6.03 The foregoing, however, shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(apreclude Tenant from pursuing Self Help (as defined below) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with and subject to Section 16.17 of 31. For purposes hereof, the term “Essential Services” shall mean the following services: natural gas, HVAC services, water, sewer (but excluding the Landlord Acid Neutralization System, because the same is maintained by Tenant) and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement.
Appears in 1 contract
Samples: Lease Agreement (Constellation Pharmaceuticals Inc)
Service Interruptions. When necessary by reason of accident or emergencyNotwithstanding anything to the contrary set forth herein, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend if (i) the furnishing a stoppage of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord an Essential Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) to the Premises shall lack occur and such stoppage is due solely to the gross negligence or willful misconduct of Landlord and not due in any service which Landlord is required part to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the any act or omission on the part of Tenant or any Tenant Party; Party or any matter beyond Landlord’s reasonable control (iiiany such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord such Service Interruption Cure Period; continues for more than 5 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of one day’s Base Rent for each day during which such Service Interruption continues after such 5 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of service was Tenant’s normal operations or ability to use the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable controlPremises. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with The rights granted to Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 under this paragraph shall be Tenant’s sole and exclusive remedy on account resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: electricity, water, and sewer, but in each case only to the extent that Landlord has an interruption of services or Landlord default resulting obligation to provide same to Tenant under this Lease. The rental abatement set forth in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 this paragraph shall only apply as long as the original Tenant is the tenant occupying the Premises under this Lease and shall not apply to any interruption assignee or failure of services required to be provided by Landlord under Section 6.02(asublessee. 321 Arsenal (AOTC) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement./ Disc Medicine - Page 12
Appears in 1 contract
Service Interruptions. When necessary For purposes of this Lease, a “Service Failure” shall mean any interruption, suspension or termination of services being provided to Tenant by reason Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of accident Laws; (2) the failure, interruption or emergencymalfunctioning of any electrical or mechanical equipment, utility or for other service to the Building or Property; (3) the performance of repairs, maintenance, improvements or alterations, replacements ; or improvements which in (4) the occurrence of any other event or cause whether or not within the reasonable judgment control of Landlord are desirable or necessary to be made, or by reason Landlord. In the event of event(s) of Force Majeurea Service Failure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make use commercially reasonable efforts to avoid cause the same interfering with Service Failure to be remedied as promptly as reasonably practicable. Except as otherwise provided herein, no Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or relieve Tenant from the obligation to fulfill any covenant or agreement. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s businessProperty (defined in Article 14), arising out of or in connection with any Service Failure or the failure of any Building safety services, personnel or equipment. Notwithstanding the foregoing, commencing on the 5th consecutive Business Day of any Essential Service Failure (defined below) within Landlord’s control to prevent or correct (unless the Essential Service Failure is caused by a fire or other casualty, in which event Article 16 controls), Tenant shall shall, as its sole remedy, be entitled to a proportionate abatement an equitable diminution of Base Rent based upon the pro rata portion of the Premises which is rendered unfit for the Permitted Use, except to the extent such Essential Service Failure is caused by a Tenant Party; commencing on the 120th consecutive day of any Essential Service Failure (unless the Essential Service Failure is caused by a fire or other casualty, in which event Article 16 controls), Tenant shall, as its sole remedy in addition to rental abatement provided above (except that Tenant shall not have the event of following remedy if and to the extent such Essential Service Failure is caused by a Landlord Service Interruption (as defined belowTenant Party). For , be entitled to terminate this Lease upon written notice to Landlord, given prior to the purposes hereof, a “Landlord Service Interruption” shall occur in the event earlier of: (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent 150th day of the usable area of the Premises untenantable for the entirety of the Landlord Essential Service Interruption Cure Period (as defined below), Failure or (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent cure of the Premises for Essential Service Failure. For purposes of this Section 7.B, the entirety term, “Essential Service Failure” shall mean and be limited to any interruption, suspension or termination of any of the following services being provided to Tenant by Landlord Service Interruption Cure Period; or by third-party providers: ventilation, heating and (iii) such interruption of service was the result of causesair conditioning, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of Building and/or the Premises, water, sewer service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementelectricity.
Appears in 1 contract
Samples: Office Lease (Wells Mid-Horizon Value-Added Fund I LLC)
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend emergencies, or for Restorative Work which, in Landlord’s reasonable judgment, are necessary or appropriate until such Unavoidable Delay, accident or emergency shall cease or such Restorative Work is completed and Landlord shall not be liable for any interruption, curtailment or failure to supply services. In the case of any scheduled interruptions of services, Landlord shall endeavor in good faith to provide Tenant with not less than five (i5) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systemsBusiness Days advanced notice thereof. Landlord shall exercise use reasonable diligence efforts to eliminate cause the cause restoration of the interrupted utility or other service, and to minimize interference with Tenant’s use and occupancy of the Premises as a result of any such interruption, curtailment or failure or defect in any such service, or change in the supply, character and/or quantity of, electrical service, and to restore any such services, remedy such situation and minimize any interference with Tenant’s business. The exercise of any such right or the occurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise, except to the extent set forth below. Landlord shall not be liable in any way to Tenant for any failure, defect or interruption of, or change in the supply, character and/or quantity of electrical service furnished to the Premises for any reason except if attributable to the negligence or willful misconduct of Landlord or any Landlord Party. In the event of a casualty or a Taking, the applicable provisions of this Lease shall prevail over the rent abatement provisions of this Section. Notwithstanding the foregoing, regardless of whether caused by an Unavoidable Delay, if any interruption, curtailment, stoppage or suspensionsuspension of the Essential Services (as hereinbelow defined) shall continue for more than three (3) consecutive days and shall render the Premises (or any portion thereof) unusable for Tenant’s ordinary business, but there and if Tenant shall in fact cease using the Premises (or any portion thereof), then so long as no Event of Default exists hereunder, Tenant’s obligation to pay Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment due hereunder (or a pro-rata portion of same to the extent less than the entire Premises is unusable) shall be no diminution or abatement abated for the period beginning on the fourth (4th) day of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, failure and shall make commercially reasonable efforts to avoid continue until the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement earlier of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for Tenant’s ordinary business is restored to Tenant or Tenant recommences the entirety Premises or any portion thereof. Landlord will use its commercially reasonable efforts (subject to extension for Unavoidable Delays) (including reasonable expenditures of money) to cause the Landlord Service Interruption Cure Period; and (iii) such interruption restoration of service was the result of causesany interrupted utility or other service. For purposes hereof, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for “Essential Services” shall mean the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished (a) cold water, (b) one (1) automatically-operated elevator, (c) heat and Tenant will permit Landlord air conditioning in season, in the necessary amounts and, during the hours and days provided for in Section 10.4, (d) electricity and (e) reasonable access to and from the Premises to remedy such lack of service, subject to the provisions of Premises. Tenant’s abatement rights under this Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an for any interruption of services or any Essential Service that Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services is required to be provided by Landlord furnish under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03Lease. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the The provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that not apply in the event that it is ultimately determined that there was of a Landlord Service Interruptioncasualty or taking and the provisions of Article 11 or Article 12, then Tenant as applicable, shall have govern and control the right to parties rights and obligations in the event of a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementcasualty or a taking.
Appears in 1 contract
Samples: Deed of Lease (FBR & Co.)
Service Interruptions. When necessary by reason of accident or emergencyNotwithstanding anything to the contrary set forth herein, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend if (i) the furnishing a stoppage of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord an Essential Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) to the Premises shall lack occur and such stoppage is due solely to the gross negligence or willful misconduct of Landlord and not due in any service which Landlord is required part to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the any act or omission on the part of Tenant or any Tenant Party; Party or any matter beyond Landlord’s reasonable control (iiiany such stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord such Service Interruption Cure Period; continues for more than 5 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then, to the extent that such Service Interruption is covered by rental interruption insurance carried by Landlord pursuant to this Lease, there shall be an abatement of one day’s Base Rent for each day during which such Service Interruption continues after such 5 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent of the interruption of service was Tenant’s normal operations or ability to use the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable controlPremises. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with The rights granted to Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 under this paragraph shall be Tenant’s sole and exclusive remedy on account resulting from a failure of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 provide services, and Landlord shall not apply otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services. For purposes hereof, the term “Essential Services” shall mean the following services: water, sewer, and electricity, but in each case only to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent that Landlord has an obligation to which, an event is subject provide same to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of Tenant under this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement.
Appears in 1 contract
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend (i) the furnishing of heatingemergencies, elevatoror for Restorative Work which, air conditioningin Landlord’s reasonable judgment, are necessary or appropriate until such Unavoidable Delay, accident or emergency shall cease or such Restorative Work is completed and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord shall not be liable for any interruption, curtailment or failure to supply services. Landlord shall exercise use reasonable diligence efforts to eliminate minimize interference with Tenant’s use and occupancy of the cause Premises as a result of any such interruption, curtailmentcurtailment or failure or defect in any such service, stoppage or suspensionchange in the supply, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereundercharacter and/or quantity of, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reducedelectrical service, and the Landlord shall have no responsibility or liability for to restore any such interruptionservices, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, remedy such situation and shall make commercially reasonable efforts to avoid the same interfering minimize any interference with Tenant’s business. Notwithstanding The exercise of any such right or the foregoingoccurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise. Landlord shall not be entitled liable in any way to a proportionate abatement Tenant for any failure, defect or interruption of, or change in the supply, character and/or quantity of Base Rent in electrical service furnished to the Premises for any reason except if attributable to the gross negligence or willful misconduct of Landlord. In the event of a Landlord Service Interruption (as defined below)casualty or a Taking, the applicable provisions of this Lease shall prevail over the rent abatement provisions of this Section. For the purposes hereofThe foregoing notwithstanding, a “Landlord Service Interruption” shall occur in the event if any failure or stoppage of Landlord’s services under this Lease (i) renders the Premises shall lack or any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent portion thereof untenantable for the normal conduct of the usable area Tenant’s business in all or a portion of the Premises untenantable for and Tenant has ceased using the entirety of Premises or the Landlord Service Interruption Cure Period (as defined below), affected portion thereof; (ii) such lack of service was not caused by the act Tenant, its employees, invitees or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Periodagents; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange extends for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven a period longer than three (73) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto(or, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruptionof Unavoidable Delay, ten (10) Business Days), then Tenant shall have the right provided no Event of Default exists, Tenant’s obligation to a retroactive equitable abatement of Base Rent pay Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account affected portion of the retroactive abatementPremises shall be abated beginning on the third (3rd) Business Day (or, in the event of Unavoidable Delay, the tenth (10th) Business Day) following the date the aforementioned conditions are met and shall continue with respect to the Premises or the affected portion thereof (as applicable) until the conditions described in clause (i) no longer exist.
Appears in 1 contract
Samples: Lease (Convio, Inc.)
Service Interruptions. When necessary by reason Notwithstanding any contrary provision herein and except only to the extent resulting from BFI's willful misconduct or intentional breach of accident or emergencythis Agreement, BFI shall not be responsible for and shall not be in default of this Agreement as a result of, nor shall it be held liable for any damages, claims, losses, or for repairscosts and expenses on account of, alterationsany interruption of the Andrita Services, replacements including the Origination Services, to the extent that such interruption or improvements which in failure occurs due to any of the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend following: (i) damage to any equipment or interruptions in the furnishing Andrita Services caused by electrical storms, fire, weather, flood, natural disaster, national emergency or war, sabotage, riots, governmental authority (only where such act of heatinggovernment or governmental authority is not caused by BFI's intentional breach of its obligations under this Agreement, elevatoracts of God, air conditioningwillful or criminal misconduct of third parties beyond BFI's reasonable control, and cleaning services and or other forces outside the control of BFI; (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or interference from other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or communications systems, except whether licensed or not, that use the same frequency bands as provided the Transmission Services herein. Landlord , provided, that BFI shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make use commercially reasonable efforts in its reasonable discretion to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack mitigate or eliminate any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Partyinterference; (iii) Tenant in fact ceases to use at least fifty (50%) percent any interruption or out of specification performance of the Premises for BFI Transponder, any associated satellite transponders; (iv) conditions, which are beyond the entirety control of BFI, that threaten the safety of operations and maintenance personnel; (v) occasional interruptions due to passing of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances sun within the Landlord’s beamwidth of any associated BFI Transponder during the spring and fall equinox periods beyond BFI's reasonable control and customary care in the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven industry; (7vi) consecutive Business Days after Landlord’s receipt of written notice from Tenant degradation or interruptions of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services Channel due to protection switching; (vii) outage or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or degradation due to atmospheric attenuation of the Channel; (viii) such planned interruptions for testing or maintenance as may be agreed to in advance between Customer and BFI; (ix) any failure of services required Customer to be provided fulfill an obligation hereunder where the failure of Customer to perform such obligation causes a service interruption; and/or (x) compliance by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part BFI with action by any act court, agency, legislature or omission of Tenant other governmental authority that makes it unlawful for BFI to provide the Andrita Services or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved part thereof in accordance with Section 16.17 this Agreement, in each case only where such action is not caused by BFI's intentional breach of its obligations under this Lease; providedAgreement ***** For the sake of clarity, howeverBFI shall not be responsible for any service interruptions for: (x) services or facilities arranged by the Customer and not provided by BFI, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right (y) any feeds into BFI provided by third parties or Customer whether arranged by BFI or not and any interruption caused by or related to a retroactive equitable abatement any media or playlist provided by or on behalf of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement.Customer. *****
Appears in 1 contract
Samples: Services and Facilities Agreement (Playboy Enterprises Inc)
Service Interruptions. When Landlord shall not be required to provide heat, air conditioning, or ventilation to the Premises, if any action of Tenant, or any force majeure event as defined in Section 32.1, makes it impossible for Landlord reasonably to do so. Further, Landlord shall not be liable for the interruption, curtailment, stoppage or suspension of services and utilities when necessary by reason of accident or emergency, emergency or suspension of utility services or when necessary for repairs, alterations, replacements or improvements which desirable or necessary in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason for any cause beyond the reasonable control of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord. Landlord shall exercise use commercially reasonable diligence efforts to eliminate restore or provide reasonably EAST\174041517.9 equivalent services if an interruption shall occur. In the cause event of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent Rent or other compensation charges due from Tenant to Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder shall not be affected or reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppagestoppage or suspension. Notwithstanding anything to the contrary contained in this Section 11.7, in the event there shall be an interruption, curtailment or a suspension of a service provided to Tenant by Landlord pursuant to Sections 11.1-11.4 hereof (“Service Interruption”) and (i) if such Service Interruption shall continue for more than five (5) consecutive business days; and (ii) such Service Interruption shall materially impair the operation of Tenant’s business in the Premises, rendering all or any material part of the Premises inaccessible or untentantable and, where applicable, Tenant’s generator (if any) has not functioned in a manner that would permit Tenant to continue to operate in all or a material portion of the Premises, and (iii) such Service Interruption has not been caused by the public utility servicing or supplying the Building, by an act of Tenant or Tenant’s servants, employees or contractors or anyone claiming by through or under Tenant, by fire or other casualty (the occurrence of which is governed by Article 12), or suspension by any events described in Section 32.1 of services or systemsthis Lease, except then as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoingsole remedy in connection with such Service Interruption, Tenant shall be entitled to a proportionate an abatement of Base Fixed Rent, Additional Rent in for Operating Expenses and Real Estate Taxes (based on the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area square footage of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions Service Interruption), and Supplemental Rent (if any) to the extent loss of Section 9.06Supplemental Rent is covered by Landlord’s rental interruption insurance, beginning on the sixth consecutive business day of such Service Interruption and ending on the date such Service Interruption ceases. For the purposes hereofWhere used in this Lease, the term “Landlord Service Interruption Cure Periodbusiness day” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services mean Monday through Friday other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, state and Federal holidays on which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth banks in the first sentence City of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent New Haven are not open for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementbusiness.
Appears in 1 contract
Samples: Lease (Arvinas, Inc.)
Service Interruptions. When necessary by reason Notwithstanding any contrary provision herein and except only to the extent resulting from BFI’s willful misconduct or intentional breach of accident or emergencythis Agreement, BFI shall not be responsible for and shall not be in default of this Agreement as a result of, nor shall it be held liable for any damages, claims, losses, or for repairscosts and expenses on account of, alterationsany interruption of the Andrita Services, replacements including the Origination Services, to the extent that such interruption or improvements which in failure occurs due to any of the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend following: (i) damage to any equipment or interruptions in the furnishing Andrita Services caused by electrical storms, fire, weather, flood, natural disaster, national emergency or war, sabotage, riots, governmental authority (only where such act of heatinggovernment or governmental authority is not caused by BFI’s intentional breach of its obligations under this Agreement, elevatoracts of God, air conditioningwillful or criminal misconduct of third parties beyond BFI’s reasonable control, and cleaning services and or other forces outside the control of BFI; (ii) interference from other communications systems, whether licensed or not, that use the operation same frequency bands as the Transmission Services herein, provided, that BFI shall use commercially reasonable efforts in its reasonable discretion to mitigate or eliminate any such interference; (iii) any interruption or out of specification performance of the plumbing BFI Transponder, any associated satellite transponders; (iv) conditions, which are beyond the control of BFI, that threaten the safety of operations and electric systems. Landlord maintenance personnel; (v) occasional interruptions due to passing of the sun within the beamwidth of any associated BFI Transponder during the spring and fall equinox periods beyond BFI’s reasonable control and customary care in the industry; (vi) degradation or interruptions of the Channel due to protection switching; (vii) outage or interruption or degradation due to atmospheric attenuation of the Channel; (viii) such planned interruptions for testing or maintenance as may be agreed to in advance between Customer and BFI; (ix) any failure of Customer to fulfill an obligation hereunder where the failure of Customer to perform such obligation causes a service interruption; and/or (x) compliance by BFI with action by any court, agency, legislature or other governmental authority that makes it unlawful for BFI to provide the Andrita Services or any part thereof in accordance with this Agreement, in each case only where such action is not caused by BFI’s intentional breach of its obligations under this Agreement; provided that, with respect to the VOD Services, the Origination Services, the HD Network Playback Services and the HD Transmission Services, Customer shall exercise reasonable diligence be entitled as its sole remedy (except for the termination right as applicable under Section 5 and in addition to eliminate payment suspension if and as applicable under Section 12) to a credit pro rated (per applicable Channel and per applicable other channels and with respect to the cause applicable service(s)) on the Monthly Charges and applicable Additional Charges for the period of any such interruptioninterruption in clauses (i)-(iv), curtailment(vi) and (x) (in each case, stoppage which is not also caused by any action or suspensioninaction of Customer) to the extent that such credit is provided to BFI by Intelsat. In the event that Customer is entitled to suspend payments pursuant to Section 12, but there below; and, if Customer so suspends, then Customer shall not be no diminution or abatement of rent or other compensation due from Landlord entitled to Tenant hereunderany credit hereunder with respect to such suspended periods; provided that, nor shall this Lease be affected or to the extent that any of the Tenant’s obligations hereunder reducedresumed payment under Section 12 includes amounts paid for such suspended periods, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant then Customer shall be entitled to a proportionate abatement of Base Rent in credit hereunder with respect to the event of a Landlord Service Interruption (as defined below)amounts paid for such suspended periods. For the purposes hereofsake of clarity, a “Landlord Service Interruption” BFI shall occur in the event (i) the Premises shall lack not be responsible for any service which Landlord is required to provide hereunder thereby rendering at least fifty interruptions for: (50%x) percent of services or facilities arranged by the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below)Customer and not provided by BFI, (iiy) such lack of service was any feeds into BFI provided by third parties or Customer whether arranged by BFI or not and any interruption caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply related to any interruption media or failure of services required to be playlist provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission on behalf of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03Customer. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement*****.
Appears in 1 contract
Samples: Services and Facilities Agreement (Playboy Enterprises Inc)
Service Interruptions. When necessary by reason Except as otherwise provided herein, upon the occurrence of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeurea Service Failure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule use all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid promptly remove the same interfering with Service Failure, although no Service Failure shall constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or relieve Tenant from the obligation to fulfill any covenant or agreement. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s businessProperty, arising out of or in connection with any Service Failure or the failure of any Project safety services, personnel or equipment except to the extent arising from the negligence or willful misconduct of Landlord or the Landlord Parties. Notwithstanding anything to the foregoingcontrary contained in this Lease, Tenant shall be entitled to a proportionate abatement of Base Rent in the event Tenant is prevented from using, and does not use, the Premises or any portion thereof for more than five (5) consecutive business days as a result of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) any Service Failure caused by Landlord (and the Premises shall lack any service which Landlord Service Failure is required not due to provide hereunder thereby rendering at least fifty (50%) percent the failure of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined belowservice provider), (ii) such lack Landlord’s failure to make repairs required to be made by Landlord under this Lease (after the Commencement Date and following expiration of service was not caused by the act or omission of Tenant or any Tenant Party; cure period applicable thereto), and/or (iii) any repair or maintenance work performed by Landlord after the Commencement Date and required to be performed by Landlord under this Lease, then Tenant’s obligation to pay Rent shall be abated or reduced, as the case may be, from the sixth (6th) business day after such occurrence and continuing until such time that Tenant is no longer so prevented from using, and does not use, the Premises or such portion thereof, in fact ceases to use at least fifty (50%) percent the proportion that the rentable square feet of the portion of the Premises for that Tenant is prevented from using bears to the entirety total rentable square feet of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementPremises.
Appears in 1 contract
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend (i) the furnishing emergencies, or for any Work of heatingImprovement which, elevatorin Landlord’s reasonable judgment, air conditioningis necessary or appropriate, and cleaning services and (ii) the operation until such Unavoidable Delay, accident or emergency shall cease or such Work of the plumbing and electric systemsImprovement is completed and, except as expressly provided in Section 6.3 above, or in this Section 10.11, Landlord shall not be liable for any interruption, curtailment or failure to supply services. Landlord shall exercise use reasonable diligence efforts to eliminate minimize interference with Tenant’s use and occupancy of the cause Premises as a result of any such interruption, curtailmentcurtailment or failure of or defect in such service, stoppage or suspensionchange in the supply, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereundercharacter and/or quantity of, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reducedelectrical service, and the Landlord shall have no responsibility or liability for to restore any such interruptionservices, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, remedy such situation and shall make commercially reasonable efforts to avoid the same interfering minimize any interference with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision The exercise of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit such right or the occurrence of any such failure by Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption constitute an actual or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached heretoconstructive eviction, which is caused in whole or in part by part, entitle Tenant to any act compensation, abatement or omission diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Tenant PartyIndemnified Party by reason of inconvenience to Tenant, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount interruption of Tenant’s abatement of Base Rent hereunderbusiness, such dispute or otherwise. Except as otherwise expressly provided herein, Landlord shall not be resolved liable in accordance with Section 16.17 of this Lease; providedany way to Tenant for any failure, howeverdefect or interruption of, that or change in the event that it is ultimately determined that there was a supply, character and/or quantity of, electric service furnished to the Premises for any reason except if attributable to the gross negligence or willful misconduct of Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant or any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementLandlord Parties. If any service or utility to the Premises should become unavailable (i) due to the negligence or willful misconduct of Landlord or any of the Landlord Parties for a period in excess of twenty-four (24) consecutive hours or (ii) for any other reason for a period in excess of six (6) consecutive Business Days, and Tenant, in its reasonable business judgment, elects to close the Premises as a result thereof, all Rent and other charges shall axxxx from the commencement of said unavailability of such service or utility until such time as said service or utility is restored to the Premises and Tenant is reasonably able to operate its business within the Premises.
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Service Interruptions. When necessary For purposes of this Lease, a “Service Failure” shall mean any interruption, suspension or termination of services being provided to Tenant by reason Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of accident Laws; (2) the failure, interruption or emergencymalfunctioning of any electrical or mechanical equipment, utility or other service to the Building or Property; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the occurrence of any other event or cause whether or not within the reasonable control of Landlord. No Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or for repairsrelieve Tenant from the obligation to fulfill any covenant or agreement. Notwithstanding anything in this Section 7.B to the contrary, alterationsif an interruption or cessation of an Essential Service (defined below) or Contamination not caused or introduced by a Tenant Party, replacements or improvements which results in the reasonable judgment Premises being untenantable for a continuous period of five (5) consecutive Business Days or more (unless the interruption or cessation of Essential Service is caused by a fire or other casualty, in which event Article 16 shall control), then Base Rent and Excess Operating Expenses shall be abated on a per diem basis commencing on the day following the date Tenant delivers written notice to Landlord are desirable or necessary of such interruption and continuing until such Essential Service to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend Premises is restored. The term “Essential Service” shall mean only the following: (i) the furnishing of heating, elevator, air conditioning, and cleaning services and HVAC service; (ii) the operation of the plumbing Water and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Periodsewer service; and (iii) Electrical service. Furthermore if an interruption of Essential Service or Contamination renders more than 50% of the rentable square footage of the Premises untenantable and such interruption of service was the result of causes, events or circumstances within the LandlordContamination shall continue after Tenant’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such notice to Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) more than 120 consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any and, provided such interruption or failure of services required to be provided Contamination was not caused by Landlord under Section 6.02(a) Tenant, its employees, agents or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, contractors or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence reason of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruptioncasualty, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth aboveterminate this Lease following 30 Business Days written notice given to Landlord after such 120 Business Day period; provided, provided thathowever, if the Term expires before interrupted Essential Service is restored (or Contamination fully remediated) prior to the expiration of the 30 Business Day notice period, Tenant’s entire retroactive abatement has been effected, then right to terminate shall be null and void. In no event shall Landlord shall immediately refund be liable to Tenant for any overpayment loss or damage, including the theft of Rent due under Tenant’s Property (defined in Article 14), arising out of or in connection with any Service Failure or the Lease not yet received on account failure of the retroactive abatementany Building safety services, personnel or equipment.
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Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend (i) the furnishing emergencies, or for any Work of heatingImprovement which, elevatorin Landlord’s reasonable judgment, air conditioningis necessary or appropriate, until such Unavoidable Delay, accident or emergency shall cease or such Work of Improvement is completed and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord shall not be liable for any interruption, curtailment or failure to supply services. Landlord shall exercise use reasonable diligence efforts to eliminate minimize interference with Tenant’s use and occupancy of the cause Premises as a result of any such interruption, curtailmentcurtailment or failure of or defect in such service, stoppage or suspensionchange in the supply, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereundercharacter and/or quantity of, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reducedelectrical service, and the Landlord shall have no responsibility or liability for to restore any such interruptionservices, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, remedy such situation and shall make commercially reasonable efforts to avoid the same interfering minimize any interference with Tenant’s business. The exercise of any such right or the occurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise. Landlord shall not be liable in any way to Tenant for any failure, defect or interruption of, or change in the supply, character and/or quantity of, electric service furnished to the Premises for any reason. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) that Tenant is prevented from using the Premises shall lack or any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent material portion thereof for the conduct of its business, and does not use for the usable area conduct of its business, the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; material portion thereof, for ten (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (710) consecutive Business Days after Landlord’s receipt of written notice from Tenant (the “Eligibility Period”) as a result of the failure in any material respect of Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account to provide to the Premises any of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services the utilities required to be provided by Landlord under Section 6.02(a) or Exhibit E attached heretoto the Premises pursuant to this Lease, which where such failure is not caused in whole or in part by the negligence or willful misconduct of any act or omission of Tenant or any other Tenant Party, and such failure is caused primarily by the negligence or by willful misconduct of Landlord or its agents or employees, Tenant’s obligation to pay Rent shall be abated or reduced as the case may be, from and after the first day following the last day of the Eligibility Period and continuing for such time that Tenant continues to be so prevented from using for the conduct of its business, and does not so use for the conduct of its business, the Premises or a material portion thereof, in the proportion that the rentable square feet of the portion of the Premises that Tenant is prevented from using, and does not so use, bears to the total rentable square feet of the Premises. The abatement provisions set forth above shall be inapplicable to any occurrence services failure described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord 10.12 that is caused by (x) damage from fire or Tenant disputes in good faith whether, other casualty or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, condemnation (it being acknowledged that such dispute situations shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementgoverned by Articles 11 and 12 below.
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Samples: Lease (Inphi Corp)
Service Interruptions. When (a) Landlord may stop or interrupt any Landlord Service and may stop or interrupt the use of any Building facilities and systems (collectively a “Landlord Interruption”) at such times as may be necessary and for as long as may reasonably be required by reason of accident accidents; strikes; inability to secure a proper supply of fuel, gas, steam, water, electricity, labor or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, supplies; governmental actions; or by reason of event(s) any other cause beyond the control of Force MajeureLandlord. Further, Landlord reserves may impose a Landlord Interruption if such interruption is required to make repairs, alterations or improvements to the right to interruptProject, curtailbut in so doing, stop or suspend Landlord shall (i) the furnishing use commercially reasonable efforts to minimize any interference with Tenant’s operation of heating, elevator, air conditioning, and cleaning services its business; and (ii) shall not, except in an emergency, interrupt utility services to the operation Demised Premises other than after Business Hours and on reasonable prior notice to Tenant. If Landlord imposes a Landlord Interruption that interferes with Tenant’s use of the plumbing Demised Premises, the determination of what are “commercially reasonable efforts” by Landlord and what is an “equitable abatement” of rent shall take into account, among other things, that Tenant is an electric systemsutility that actually operates from some parts of the Demised Premises 24 hours per day, 365 days per year, and accordingly, it may be appropriate for Landlord to incur costs for overtime, additional personnel and the like to minimize the extent and duration of any such interruption even if such costs would not normally be necessary for a typical 8 to 5, five day per week office operation. Landlord shall exercise reasonable diligence not be liable if the Building’s HVAC system cannot adequately cool the Demised Premises if Tenant’s equipment or occupancy levels exceed the system’s design specifications (which design specifications for the Demised Premises other than the Occupied Premises provide at least as much cooling capacity as the design specifications for the Occupied Premises), or because of the manner or method Tenant has partitioned the Demised Premises. In addition, Landlord shall not materially impair Tenant’s access to eliminate the cause of any Demised Premises. Provided that such interruption, curtailment, stoppage or suspensioninterruption is permitted by the other provisions of this Articles 3, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility liability to Tenant by reason of any stoppage or liability interruption of any Landlord Service, or other service under this Article for any reason and such interruptioninterruption or stoppage or interference with access shall not constitute an eviction, curtailmentactual or constructive, stoppagenor entitle Tenant to any abatement of Rent, or suspension of services or systemsother compensation, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops that if such interruption or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event stoppage: (i) the Premises shall lack continues for a period in excess of (a) three (3) consecutive Business Days or (b) ten (10) Business Days in any service which Landlord is required to provide hereunder thereby rendering at least fifty forty-five (50%45) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), Business Day period; (ii) such lack of service was not caused by materially impairs Tenant’s access to the act Demised Premises or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to prevents Tenant’s reasonable use at least fifty (50%) percent of the Premises Demised Premise or a portion thereof for the entirety conduct of the Landlord Service Interruption Cure Periodbusiness therein; and (iii) such interruption of service was is not the result of causesthe intentional wrongful acts or negligence of Tenant, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Periodthen Tenant, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s its sole and exclusive remedy for such interruption, shall be entitled to an equitable abatement of Rent commencing on account (1) the fourth (4th) consecutive Business Day and continuing through the date on which such Landlord Service is restored, or (2) the eleventh (11th) Business Day of such interruption or stoppage in a given forty-five (45) Business Day period and continuing until such interruption or stoppage has not occurred for forty-five (45) Business Days, as the case may be. In addition, commencing on such fourth (4th) consecutive Business Day or eleventh (11th) Business Day out of 45th Business Day, as applicable, and continuing during the time such services are not provided or access is materially impaired. Tenant shall have its rights under Section 6.11 hereof, as if such failure was of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall emergency nature (i.e., not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(arequiring thirty (30) or Exhibit E attached heretoday notice), which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is but otherwise subject to the provisions terms of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement6.11 hereof.
Appears in 1 contract
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend (i) the furnishing of heatingemergencies, elevatoror for Restorative Work which, air conditioningin Landlord’s reasonable judgment, are necessary or appropriate until such Unavoidable Delay, accident or emergency shall cease or such Restorative Work is completed and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord shall not be liable for any interruption, curtailment or failure to supply services. Landlord shall exercise use reasonable diligence efforts to eliminate minimize interference with Xxxxxx’s use and occupancy of the cause Premises as a result of any such interruption, curtailmentcurtailment or failure or defect in any such service, stoppage or suspensionchange in the supply, but there character and/or quantity of, electrical service, and to restore any such services, remedy such situation and minimize any interference with Xxxxxx’s business. The exercise of any such right or the occurrence of any such failure by Landlord shall be no not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Lease, or abatement of rent or other compensation due from impose any liability upon Landlord to Tenant hereunder, nor shall this Lease be affected or any Indemnified Party by reason of the inconvenience to Tenant, or interruption of Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppagebusiness, or suspension of services or systems, except as provided hereinotherwise. Landlord shall schedule all non-emergency interruptionsnot be liable in any way to Tenant for any failure, curtailmentsdefect or interruption of, stops or suspensions change in the supply, character and/or quantity of services electrical service furnished to the Premises for any reason except if attributable to the gross negligence or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s businesswillful misconduct of Landlord. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in In the event of a Landlord Service Interruption casualty or a Taking, the applicable provisions of this Lease shall prevail over the rent abatement provisions of this Section. The foregoing notwithstanding (as defined belowbut subject to the last sentence of this Section 10.13). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event if (i) Tenant is precluded from having reasonable access to the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any portion thereof and Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent has ceased using the affected portion of the Premises for the entirety of the Landlord Service Interruption Cure Period; and a period longer than three (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (73) consecutive Business Days after Landlord’s receipt or (ii) any failure or stoppage of written notice from Tenant of the Landlord any Essential Service Interruption. This (as defined in Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required 15.6(b)) to be provided by Landlord under Section 6.02(athis Lease (a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of precludes Tenant from having reasonable access to the Premises or any portion thereof or renders the Premises or any portion thereof untenantable for the normal conduct of Tenant’s business in all or a portion of the Premises and, in either such case, Tenant Partyhas ceased using the Premises or the affected portion thereof; (b) was not caused by Tenant, its employees, invitees or by any occurrence agents; and (c) extends for a period longer than three (3) consecutive Business Days, Tenant’s obligation to pay Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment for the affected portion of the Premises shall be abated beginning on the fourth (4th) Business Day following the date the aforementioned conditions are met and shall continue with respect to the Premises or the affected portion thereof (as applicable) until the conditions described in Section 16.09clause (a) no longer exist. In the event of a casualty or a Taking, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the applicable provisions of this Section 6.03, or Lease shall prevail over the amount of Tenant’s rent abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 provisions of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementSection.
Appears in 1 contract
Samples: Deed of Lease (Carlyle Group L.P.)
Service Interruptions. When necessary by reason of accident Landlord will not be liable to Tenant or emergencyany other person, for direct or consequential damages, or otherwise, for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary any failure to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevatorsupply any heat, air conditioning, elevator, cleaning, water, lighting or for any surges or interruptions of electricity, or other service Landlord has agreed to supply during any period. However, if such services are interrupted such that Tenant is prevented from using the Leased Premises (or a portion thereof) for a period of more than five (5) consecutive Business Days and cleaning services and such interruption is attributable to: (iia) the operation negligence or willful misconduct of Landlord; or (b) Landlord’s failure to act reasonably to restore such interruption after notice from Tenant or any governmental authority or utility company, then the Rent shall xxxxx with regard to the proportion of the plumbing and electric systems. Landlord shall exercise reasonable diligence Leased Premises that is unusable until such time as Tenant is able to eliminate use the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected Leased Premises (or any of the Tenant’s obligations hereunder reducedportion thereof), and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid if the same interfering with Tenantcontinues for one hundred eighty (180) consecutive days and such interruption is attributable to: (a) the negligence or willful misconduct of Landlord; or (b) Landlord’s business. Notwithstanding the foregoingfailure to act reasonably to restore such interruption after notice from Tenant or any governmental authority or utility company, Tenant shall be entitled to terminate this Lease by delivering written notice thereof to Landlord. Landlord reserves the right temporarily to discontinue such services, or any of them, at such times as may be necessary by reason of accident, repairs, alterations or improvements, strikes, lockouts, riots, acts of God, governmental preemption in connection with a proportionate abatement national or local emergency, any rule, order or regulation, conditions of Base Rent supply and demand which make any product unavailable, Landlord’s compliance with any mandatory or voluntary governmental energy conservation or environmental protection program, or any other happening beyond the control of Landlord, and Landlord will not be liable to Tenant or any other person for such discontinuation of services. Landlord will not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to or exclusion from the Building of any person. Except as provided hereinabove, Landlord will not be liable for damages to persons or property or for injury to, or interruption of, business for any discontinuance of utilities or services provided by Landlord, nor will such discontinuance in the event of a Landlord Service Interruption (any way be construed as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission an eviction of Tenant or cause an abatement of Rent or operate to release Tenant from any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole obligations under this Lease. Landlord reserves the right from time to time to make changes in the utilities and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or Building provided such changes do not detract from the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account level of the retroactive abatementexisting utilities and services.
Appears in 1 contract
Samples: Office Lease Agreement (Roblox Corp)
Service Interruptions. When necessary For purposes of this Lease, a “Service Failure“ shall mean any interruption, suspension or termination of services being provided to Tenant by reason Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of accident Laws; (2) the failure, interruption or emergencymalfunctioning of any electrical or mechanical equipment, utility or other service to the Building or Property; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the occurrence of any other event or cause whether or not within the reasonable control of Landlord. No Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or for repairs, alterations, replacements relieve Tenant from the obligation to fulfill any covenant or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systemsagreement, except as provided expressly specified herein. Landlord shall schedule all non-emergency interruptionsCommencing on the 7th consecutive day of any Service Failure within Landlord’s control, curtailments(unless the Service Failure is caused by a fire or other casualty, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoingwhich event Article 16 controls), Tenant shall shall, as its sole remedy, be entitled to a proportionate abatement an equitable diminution of Base Rent in (including the event of a Landlord Service Interruption (as defined below). For OE Payment) based upon the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area pro rata portion of the Premises untenantable which is rendered not usable by Tenant for the entirety of Permitted Use, except to the Landlord extent such Service Interruption Cure Period (as defined below), (ii) such lack of service was not Failure is caused by the act or omission of Tenant or any a Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of . If the Service Failure renders the Premises not usable by Tenant for the entirety of the Landlord Service Interruption Cure Period; Permitted Use, and (iii) such interruption of service was the result of causes, events or circumstances is not cured within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days 180 days after Landlord’s receipt of Tenant’s written notice from Tenant of Service Failure, then Tenant, at its option, upon written notice to Landlord prior to the expiration of such 180-day period, may terminate this Lease and all of its obligations for the remaining balance of the Landlord Service Interruption. This Section 6.03 Term, and any renewals or extensions thereof, whichever shall be Tenant’s sole applicable, and exclusive remedy on account the parties hereto shall be relieved of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever all liabilities and obligations hereunder (other than those set forth in which expressly survive termination) as of the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount date of Tenant’s abatement written notice of Base Rent hereundertermination pursuant to this Section 7.B. In no event shall Landlord be liable to Tenant for any loss or damage, such dispute shall be resolved in accordance with Section 16.17 including the theft of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effectedProperty (defined in Article 14), then Landlord shall immediately refund to Tenant arising out of or in connection with any overpayment Service Failure or the failure of Rent due under the Lease not yet received on account of the retroactive abatementany Building safety services, personnel or equipment.
Appears in 1 contract
Service Interruptions. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interruptsuspend any service when necessary, curtailby reason of Unavoidable Delays, stop accidents or suspend (i) the furnishing of heatingemergencies, elevatoror for Restorative Work which, air conditioningin Landlord’s reasonable judgment, are necessary or appropriate until such Unavoidable Delay, accident or emergency shall cease or such Restorative Work is completed and cleaning services and (ii) the operation of the plumbing and electric systemsLandlord shall not be liable for any interruption, curtailment or failure to supply services. Landlord shall exercise use reasonable diligence efforts to eliminate minimize interference with Tenant’s use and occupancy of the cause Premises as a result of any such interruptionfailure, curtailmentdefect or interruption of any such service, stoppage or suspensionchange in the supply, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereundercharacter and/or quantity of, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reducedelectrical service, and the Landlord shall have no responsibility or liability for to restore any such interruptionservices, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, remedy such situation and shall make commercially reasonable efforts to avoid the same interfering minimize any interference with Tenant’s business. Notwithstanding The exercise of any such right or the foregoingoccurrence of any such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent, relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise. Landlord shall not be entitled liable in any way to a proportionate abatement of Base Rent Tenant for any failure, defect or interruption of, or change in the event supply, character and/or quantity of a Landlord Service Interruption (as defined below)electrical service furnished to the Premises for any reason except if attributable to the gross negligence or willful misconduct of Landlord. For Any provision of this Lease to the purposes hereofcontrary notwithstanding, a “Landlord Service Interruption” shall occur in if any failure or stoppage of Landlord’s services, including the event Emergency Power System, (i) the Premises shall lack renders any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area portion of the Premises untenantable for the entirety normal conduct of Tenant’s business at the Premises and Tenant does not in fact use or occupy such portion of the Landlord Service Interruption Cure Period (as defined below), Premises; (ii) such lack of service was not caused by the act Tenant, its employees, invitees or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Periodagents; and (iii) such interruption of service was extends for a period longer than 3 consecutive days, the result of causes, events or circumstances within Rent payable hereunder shall be abated beginning on the Landlord’s reasonable control and the cure 1st day of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange and continue for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to so long as the Premises to remedy such lack or any portion thereof is untenantable and vacant. In the event of service, subject to the provisions of Section 9.06. For the purposes hereofa casualty or Taking (hereinafter defined), the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the applicable provisions of this Section 6.03, or Lease shall prevail over the amount of Tenant’s rent abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 provisions of this Lease; provided, however, that Section. Except in the event that it is ultimately determined that there was a Landlord Service Interruptioncase of an emergency, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund use commercially reasonable efforts to give Tenant at least 5 days prior notice if Landlord intends to interrupt any overpayment of Rent due under the Lease not yet received on account of the retroactive abatementLandlord’s services.
Appears in 1 contract
Samples: Sublease (K12 Inc)
Service Interruptions. When necessary In the event that there shall be an interruption, curtailment or suspension of any service required to be provided by reason Landlord pursuant to Exhibit 3.02 (and no reasonably equivalent alternative service or supply is provided by Landlord) (but not including any services that are then subject to Tenant’s facilities management rights pursuant to the exercise of accident or emergencyTenant’s rights under Section 3.03), or for repairsif Landlord fails to commence and diligently prosecute to completion any repair or maintenance required by Landlord under this Lease within applicable notice and cure periods, alterationsthat shall materially interfere with Tenant’s use and enjoyment of a material portion of the Premises, replacements or improvements which in and Tenant actually ceases to use the reasonable judgment affected portion of Landlord are desirable or necessary to be madethe Premises (any such event, or by reason of event(s) of Force Majeurea “Service Interruption”), Landlord reserves the right to interrupt, curtail, stop or suspend and if (i) such Service Interruption shall continue for five (5) consecutive business days following receipt by Landlord of written notice from Tenant describing such Service Interruption (the furnishing of heating“Service Interruption Notice”), elevator, air conditioning, and cleaning services and (ii) such Service Interruption shall not have been caused, in whole or in part, by matters described by Article 11 or by an act or omission in violation of this Lease by Tenant or by any negligence of Tenant, or Tenant’s agents, employees, contractors or invitees, and (iii) the operation cure of the plumbing condition giving rise to the Material Service Interruption is within Landlord’s reasonable control (a Service Interruption that satisfies the foregoing conditions being referred to hereinafter as a “Material Service Interruption”) then, as liquidated damages and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility sole remedy at law or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoingequity, Tenant shall be entitled to a proportionate an equitable abatement of Base Rent in and Tenant’s Pro Rata Share of Operating Expenses and Taxes, based on the event nature and duration of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Material Service Interruption” shall occur in , the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable affected, and the then current Rent amounts, for the entirety period that shall begin on the commencement of the Landlord such Service Interruption Cure Period (as defined below), (ii) and that shall end on the day such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Material Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03cease. Notwithstanding the foregoing, if either (w) a Material Service Interruption continues for 225 days (provided that such 225 day period shall be extended for a period of up to an additional 90 days so long as Landlord or is diligently prosecuting to cure such Material Services Interruption) following delivery of the Service Interruption Notice, (x) Tenant disputes simultaneously delivered the Service Interruption Notice to any then-Mortgagee (as defined in good faith whetherSection 10.1), or (y) such Mortgagee has not cured such Material Service Interruption within the extent to whichperiod set forth in Section 10.3, an event is subject to the provisions of this Section 6.03, or the amount of and (z) such Material Service Interruption adversely interferes with Tenant’s abatement operations in at least 25% of Base Rent hereunderthe Premises (measured in rentable square feet), then following such dispute 225-day period (as the same may be extended as provided above) Tenant shall be resolved in accordance with Section 16.17 of have the option to terminate this LeaseLease upon thirty (30) days prior written notice to Landlord and such Mortgagee; provided, however, that in if such Material Service Interruption shall cease prior to the event that it is ultimately determined that there was a Landlord Service Interruptionexpiration of such thirty (30) day period, then Tenant such termination notice shall have the right be of no force or effect. The provisions of this Section 7.06 shall not apply to a retroactive equitable abatement matters arising out of Base Rent for the period as set forth aboveany casualty or taking by eminent domain, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment which events are addressed by Article 11 of Rent due under the Lease not yet received on account of the retroactive abatementthis Lease.
Appears in 1 contract
Samples: Lease (Alkermes Plc.)
