Lessor’s Obligation of Maintenance Sample Clauses

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Lessor’s Obligation of Maintenance. 4.5.1 The Lessor shall, at its own cost and expense, be responsible for the:

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• LESSOR'S OBLIGATIONS Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler and/or standpipe and hose (if located in the Common Areas) or other automatic fire extinguishing system including fire alarm and/or smoke detection systems and equipment, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor's expense or to terminate this Lease because of Lessor's failure to keep the Building, Industrial Center or Common Areas in good order, condition and repair.

• Tenant’s Maintenance Obligations Tenant shall (i) keep and maintain the Premises in good appearance, repair and condition and maintain proper janitorial services, (ii) promptly make all repairs (interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen) necessary to keep each Facility in good and lawful order and condition and in substantial compliance with all applicable requirements and laws relating to the business conducted thereon, including, if applicable certification for participation in Medicare and Medicaid, and (iii) keep and maintain all Landlord and Tenant Personal Property in good condition, ordinary wear and tear, casualty and condemnation excepted, and repair and replace such property consistent with prudent industry practice.

• Tenant's Obligation (1) Subject to the provisions of Section 7.01, Section 7.03.A, Article Eight (Damage or Destruction) and Article Nine (Condemnation), Landlord shall at Tenant's expense keep an other portions of the Demised Premises in good order, condition and repair, ordinary wear and tear excepted, including but not limited to maintenance, repairs and all necessary replacements of the windows, plate glass, doors, overhead doors, heating system, ventilating equipment, air conditioning equipment, electrical and lighting systems, fire protection sprinkler system, dock levelers, elevators, interior and exterior plumbing, the interior of the Demised Premises in general, pest control and extermination, down spouts, gutters, paving, and including the exterior of the Demised Premises. In addition, Tenant shall, at Tenant's expense, repair any damage to any portion of the Property, including the roof, skylights, foundation, or structural components and exterior walls of the Demised Premises, caused by Tenant's gross negligence or willful misconduct. If Tenant fails to maintain and repair the Property as required by this Section, Landlord may, on ten (10) days' prior written notice, enter the Demised Premises and perform the maintenance or repair on behalf of Tenant, except that no notice is required in case of emergency, and Tenant shall reimburse Landlord immediately upon demand for all costs incurred in performing the maintenance or repair, plus a reasonable service charge. Use of the roof above the Premises is reserved to Landlord, however, Tenant may install a small satellite dish on the roof, subject to city ordinance and Landlord's prior approval. The installation shall be accomplished in a workmanlike manner and in accordance with specifications from the roof contractor who installed the roof on the building, in order not to damage the roof or void any warranties. Landlord shall provide Tenant with information on the roof contractor upon request from Tenant. Any roof problems or voiding of warranty which arise out of Tenant's installation of equipment on the roof shall be at Tenant's expense. Landlord understands that Tenant may desire to install additional equipment on the roof as technology advances. Landlord shall not unreasonably withhold approval for installation of additional equipment.

• Licensors Obligations Licensor shall supply the Licensed Subject Matter and personal appearance for the purposes of a press conference at the reasonable request of Licensee to assist in the promotion of the Products. All services will be rendered on mutually agreeable dates and locations. Any additional participation is at the sole discretion of Licensor. Any reasonable transportation expenses incurred at such appearances will be the responsibility of Licensee. Licensee shall further Licensee with sufficient information about the Licensor's schedule to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee, subject to prior approval by Licensor ,which shall not be unreasonable withheld.

• Tenant’s Obligations Subject to Tenant’s rights set forth in Article 11 below and this Section 9.02, Tenant shall maintain, or cause to be maintained, in good working order the Premises, including the Buildings and any other improvements located thereon, the equipment serving the Buildings, and the other improvements located thereon, including, without limiting the generality of the foregoing, roofs, foundations and appurtenances to the Buildings, all mechanical, electrical, plumbing, heating, air-conditioning and ventilation systems located in or otherwise serving such Buildings, and all water, sewer and gas connections, pipes and mains which service such Buildings which neither any public utility company nor a public authority is obligated to repair and maintain, and shall put, keep and maintain each Building, and the other improvements on such Parcel in good working order and make all repairs therein and thereon, interior and exterior, structural and nonstructural, necessary to keep the same in good working order and to comply with all applicable Laws, howsoever the necessity or desirability therefor may occur. When used in this Lease, the term “repairs” shall include all alterations, installations, replacements, removals, renewals and restorations, and the phrase “good working order” or “good working condition” means good working order or good working condition, reasonable wear and tear, casualty and condemnation excepted. Notwithstanding the foregoing, (a) Tenant also shall perform common area maintenance and repairs and other duties with respect to the Premises or any adjoining property to the extent that Landlord is required to do so under any REAs (whereupon Tenant shall be entitled to reimbursement from any third party pursuant to any such REAs), and (b) so long as no Default has occurred and is continuing and subject to Tenant’s obligation to maintain the Premises in good working order as set forth above, Tenant shall not be required to make any structural or capital repairs or improvements to the Premises during the last two (2) years of the Term. For purposes of this Section 9.02, “the last two (2) years of the Term” refers to the final years of the Term, as extended, and Tenant’s obligations to repair and maintain the Premises will continue during the last two (2) years of the initial Term with respect thereto or any Extension Period with respect thereto for which Tenant has exercised its Extension Option.

• LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS (a) Without limiting the rights and remedies of Landlord contained in Paragraph 25 above, if Tenant shall be in Default in the performance of any of the terms, provisions, covenants or conditions to be performed or complied with by Tenant pursuant to this Lease, then Landlord may at Landlord's option, without any obligation to do so, and without notice to Tenant perform any such term, provision, covenant, or condition, or make any such payment and Landlord by reason of so doing shall not be liable or responsible for any loss or damage thereby sustained by Tenant or anyone holding under or through Tenant or any of Tenant's Agents.

• Landlord's Obligation Except as hereinafter provided in this Section 11.2 Landlord shall not be required to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis points.

• Sublandlord’s Obligations Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.

• Tenant’s Obligation to Reimburse The cost of the insurance premiums -------------------------------- carried pursuant to paragraph 9.2 shall be paid by Tenant within ten (10) days after written request therefor from Landlord. Tenant shall also be liable for the "deductibles" with respect to any loss or losses covered by insurance carried by Landlord pursuant to paragraph 9.2 of this Lease, provided that the aggregate amount of such "deductibles" per casualty does not exceed an amount equal to Ten Percent (10%) of the replacement cost of the Improvements ("Tenant's Share of Deductibles"). If the deductibles are greater than the amount equal to Tenant's Share of Deductibles and Tenant refuses to pay such excess amount, Landlord may (i) terminate this Lease or (ii) keep the Lease is full force and effect and pay such excess amount at its sole cost and expense, without any right of reimbursement from Tenant. If the "deductibles" are less than or equal to Tenant's Share of Deductibles or if Landlord does not elect to terminate this Lease, Tenant shall pay Tenant's Share of Deductibles to Landlord as follows: (i) an amount equal to one (1) month's Monthly Base Rent shall be paid to Landlord within ten (10) days after Tenant receives written notice from Landlord of the total deductible due and owing; and (ii) the rest of "deductibles" owed by Tenant (not to exceed ten percent (10%) of the replacement cost of the Improvements minus an amount equal to one (1) month's Base Monthly Rent) shall be amortized in accordance with Paragraph 5.4 of this Lease.

• Tenant’s Maintenance Subject to the provisions of Articles Fourteen and Fifteen, Tenant, at its expense, shall keep and maintain the Premises and all Tenant Additions thereto in good order, condition and repair and in accordance with all Laws and Environmental Laws. Tenant shall not permit waste and shall promptly and adequately repair all damages to the Premises and replace or repair all damaged or broken glass in the interior of the Premises, fixtures or appurtenances. Any repairs or maintenance shall be completed with materials of similar quality to the original materials, all such work to be completed under the supervision of Landlord. Any such repairs or maintenance shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. If Tenant fails to perform any of its obligations set forth in this Section 8.02, Landlord may, in its sole discretion and upon 48 hours prior notice to Tenant (but without notice in the case of emergencies), perform the same, and Tenant shall pay to Landlord any costs or expenses incurred by Landlord upon demand.