Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 6 contracts
Samples: Master Lease Agreement (Aimco OP L.P.), Master Lease Agreement (Aimco OP L.P.), Master Lease Agreement (Aimco OP L.P.)
Restoration. In (a) If the case Ancillary Space is damaged by fire or other casualty, or if either of any damage the Ancillary Buildings is damaged such that Tenant is deprived of reasonable access to or destruction of the Improvements by Casualtyability to use the Ancillary Space, Tenant shall use its best efforts togive prompt notice to Landlord, within one hundred eighty (180) days of such Casualty, restore and the affected portion core and shell of the Improvements (Ancillary Building(s) or construct such replacement Improvements as Tenant access shall elect in be repaired by Landlord, at its sole discretion) expense, to substantially the same condition they were in of the core and shell of the Ancillary Building(s) or such access prior to such Casualtydamage, or, if such affected portion is subject to Redevelopmentthe provisions of any Mortgage or Superior Lease, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), but Landlord shall have no interest in obligation to repair or restore Tenant’s Property or any Insurance Proceeds Ancillary Space Alterations or policies other improvements to the Ancillary Space, all of insurance maintained which shall be restored by Tenant at its expense. So long as no Event of Default shall have occurred and be continuing, then until such time as Landlord shall substantially complete the core and shell work on the Ancillary Building or Buildings which pertain in whole are the subject of such fire or in part other casualty plus such additional time as may be reasonably required by Tenant to restore the Property. Tenant Ancillary Space Alterations that were damaged by such fire or other casualty Fixed Rent, Tenant’s Tax Payment and, if the Retail Space is affected, Tenant’s Retail Operating Expense Payment, shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled be abated with respect to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial such portion of the Property is Ancillary Space as was damaged as a result of by such fire or other casualty; provided, however, that in all events such abatement shall terminate when Tenant reoccupies the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is Ancillary Space damaged and by such fire or casualty for the amount conduct of its business. To the Cost Estimate exceeds the amount extent of Insurance Proceeds that are or will be available to Tenantany Tenant Delay in restoring Ancillary Space Alterations, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder rent abatement with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), Ancillary Space shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt reduced by one day for each such day of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseDelay.
Appears in 5 contracts
Samples: Lease (MSG Entertainment Spinco, Inc.), Lease (MSG Entertainment Spinco, Inc.), Lease (MSG Spinco, Inc.)
Restoration. In If a fire or other casualty occurs on the case of any damage to or destruction of Premises during the Improvements by CasualtyTerm, Tenant shall use its best efforts topromptly undertake to determine the extent of the same and the estimated cost and time to perform repairs, within one hundred eighty restoration, replacement or alterations of the applicable portions of the Premises in accordance with the provisions of this Lease. Tenant shall notify Landlord of Xxxxxx’s estimation of such cost and time as soon as reasonably practicable, but in no event later than sixty (18060) days after the occurrence of the fire or other casualty. If the Premises, or any part thereof, is damaged by fire or other casualty during the Term and this Lease is not terminated pursuant to section 11.2, Tenant shall repair such Casualty, damage and restore the affected portion of the Improvements Premises (or construct such replacement Improvements including, if Tenant desires, as Tenant shall elect in its determined at Tenant’s sole discretion, any alterations, additions, fixtures or improvements made by Tenant) to substantially the same condition they were in prior which the Premises existed before the occurrence of such fire or other casualty and this Lease shall, subject to this section 11.1, remain in full force and effect. Tenant shall not be required to repair or replace any or all of Tenant’s movable furniture, equipment, trade fixtures and personal property. If such Casualty, or, fire or other casualty damages the Premises or common areas of the Property necessary for Tenant’s use and occupancy of the Premises and if such affected portion damage is subject to Redevelopmentnot the result of the negligence or willful misconduct of Tenant or Tenant’s agents, then to proceed with employees, contractors, licensees or invitees, then, during the development or redevelopment thereof to complete period the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work Premises is rendered unusable by such damage, Tenant shall be commenced promptly following entitled to a reduction in Base Rent in the Casualty and proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds obligated to repair any damage to, or to make any replacement of, the Premises or any part thereof, or any of Tenant’s Property Policy (movable furniture, equipment, trade fixtures or personal property in the “Insurance Proceeds”) Premises. If there are proceeds of insurance in excess of that required to repair or replace the Premises as required by this section 11.1, upon receipt by Landlord of satisfactory evidence that the repair work required under this section 11.1 has been fully completed and paid for and that the last day for filing any mechanic’s or materialmen’s liens has passed without the filing of any, or if filed, any such lien has been released, any remaining amount of such proceeds of insurance shall be applied first paid to the Restoration Work Landlord and then Tenant, as provided in any Leasehold Mortgage and if their respective interests may appear. If a fire or other casualty occurs, there is no Leasehold Mortgage, paid a substantial possibility that immediate emergency repairs will be required to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds BE 543 154 EUL Final 120511 SAA2 – 402658 eliminate defective or policies dangerous conditions and to comply with Applicable Laws or Environmental Law pending settlement of insurance maintained by Tenant at or which pertain in whole or in part claims and prior to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion procuring bids for performance of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualtyrepair work. Notwithstanding anything contained in any provision of this Section Article 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund promptly undertake such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement emergency repair work after a fire or other reduction of Rent in connection casualty as is necessary or appropriate under the circumstances to eliminate defective or dangerous conditions and to comply with such event Applicable Laws or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseEnvironmental Law.
Appears in 4 contracts
Samples: Lease (Bloom Energy Corp), Lease (Bloom Energy Corp), Lease (Bloom Energy Corp)
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty sixty (3060) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 4 contracts
Samples: Master Lease Agreement (Aimco OP L.P.), Master Lease Agreement (Aimco OP L.P.), Master Lease Agreement (Aimco OP L.P.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible not in excess of commercially reasonable amounts to be treated as a current Operating Expense (and agreed that all the determination of Tenant’s obligations hereunder whether a deductible amount is commercially reasonable shall be determined with respect reference to the Restoration Work are deductible amounts then being maintained by other institutional owners of comparable projects), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to Tenant’s receipt delays arising from the collection of Insurance Proceeds therefor and payment by Landlord insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any shortfall amount. Within fifteen kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (15as defined in Section 30) days following its receipt in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, Landlord shall notify may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in writing whether which event Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery business. Such abatement shall be the sole remedy of such noticeTenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 4 contracts
Samples: Lease Agreement (Global Blood Therapeutics, Inc.), Lease Agreement (Global Blood Therapeutics, Inc.), Lease Agreement (Global Blood Therapeutics, Inc.)
Restoration. In If at any time during the case of any damage to Lease Term the Premises are damaged by a fire or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticecasualty, Landlord shall notify Tenant in writing whether within 60 days after such damage as to the amount of time Landlord agrees reasonably estimates it will take to fund such shortfall; any failure of restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right or Tenant may elect to terminate this Lease pursuant upon notice to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord the other party given no later than ninety (90) 30 days following the date of the Casualty; following Tenantafter Landlord’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it If neither party elects to terminate this Lease or if Landlord estimates that restoration will txxx 0 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant’s expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the terms foregoing, either party may terminate this Lease if the Premises are damaged during the last year of this Section 11the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Base Rent shall be abated for the period of repair and restoration in the proportion which the area of the Premises, thenif any, notwithstanding anything contained in this Section which is not usable by Tenant bears to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion total area of the Insurance Proceeds that relate to Premises. Such abatement shall be the personal property sole remedy of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsand except as provided herein, to the extent not received by Tenant prior to such date of termination). Notwithstanding waives any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasecasualty loss.
Appears in 4 contracts
Samples: Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc)
Restoration. In the case of any damage to Borrower shall, or destruction of the Improvements by Casualty, Tenant shall use its best efforts cause Mortgage Borrower to, within one hundred eighty (180) days of such Casualtydeliver to Lender all reports, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualtyplans, orspecifications, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance documents and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds materials that are or will become available delivered to Tenant in connection with Mortgage Lender under the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall Mortgage Loan Agreement in connection with the Restoration Workof any Individual Property after a Casualty or Condemnation. In addition, Tenant Borrower shall have not permit Mortgage Borrower to take any action under Section 7.4 of the right, at its option, to terminate this Lease, Mortgage Loan Agreement that requires Mortgage Lender’s consent without Borrower first obtaining Lender’s consent (it being expressly acknowledged and agreed that all of Tenant’s obligations if Mortgage Lender agrees to act reasonably under such Section 7.4, then Lender shall be reasonable hereunder with respect to such consent rights). Notwithstanding anything to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contrary contained in this Section Agreement, if at any time and for any reason the Mortgage Loan Restoration Provisions cease to exist or are waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such provisions, the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant“Waived Restoration Provisions”), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior permitted to such date of termination). Notwithstanding any other provision of this Lease do so pursuant to the contrary Mortgage Loan Documents (but subject to Tenant’s right to terminate this Lease pursuant if applicable), Borrower shall promptly (i) notify Lender of the same, (ii) execute any amendments to this Section 11), Tenant Agreement and/or the Loan Documents implementing the Waived Restoration Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall not be entitled cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause Mortgage Borrower to remit to Lender) any abatement or other reduction of Rent in connection with such event or Net Proceeds related to the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseWaived Restoration Provisions.
Appears in 4 contracts
Samples: Mezzanine B Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Mezzanine B Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Mezzanine a Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Restoration. In If at any time during the case of any damage to Lease Term the Premises are damaged by a fire or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticecasualty, Landlord shall notify Tenant in writing whether within 60 days after such damage as to the amount of time Landlord agrees reasonably estimates it will take to fund such shortfall; any failure of restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right or Tenant may elect to terminate this Lease pursuant upon notice to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord the other party given no later than ninety (90) 30 days following the date of the Casualty; following Tenant’s delivery of such after Landlord's notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 0 xxxths or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the terms foregoing, either party may terminate this Lease if the Premises are damaged during the last year of this Section 11, then, notwithstanding anything contained in this Section the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Tenant shall pay to Landlord with respect to any damage to the contraryPremises the amount of the commercially reasonable deductible under Landlord's insurance policy (currently $10,000) within 10 days after presentment of Landlord's invoice. If the damage involves the premises of other tenants, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with shall pay the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds deductible that relate the cost of the restoration of the Premises bears to the personal property total cost of restoration, as determined by Landlord. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsand except as provided herein, to the extent not received by Tenant prior to such date of termination). Notwithstanding waives any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasecasualty loss.
Appears in 4 contracts
Samples: Lease Agreement (Sunrise Technologies International Inc), Lease Agreement (Jni Corp), Lease Agreement (Cohesant Technologies Inc)
Restoration. In If at any time during the case Lease Term the Premises are damaged by a fire or other casualty, Landlord shall notify Tenant within 60 days after such damage as to the amount of any damage time Landlord reasonably estimates it will take to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of Premises. If the Improvements (restoration time is estimated to exceed 6 months, either Landlord or construct such replacement Improvements as Tenant shall may elect in its sole discretion) to substantially terminate this Lease upon notice to the same condition they were in prior other party given no later than 30 days after Landlord’s notice. If neither party elects to such Casualtyterminate this Lease or if Landlord estimates that restoration will xxxx 0 months or less, orthen, if such affected portion is subject to Redevelopmentreceipt of sufficient insurance proceeds, then Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to proceed with delays arising from the development collection of insurance proceeds or redevelopment thereof from Force Majeure events. Tenant at Tenant’s expense shall promptly perform, subject to complete delays arising from the Redevelopment collection of insurance proceeds, or from Force Majeure events (as defined in Paragraph 33), all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the Redevelopment Plans (foregoing, either party may terminate this Lease if the “Restoration Work”)Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. The Restoration Work by Tenant Base Rent and Operating Expenses shall be commenced promptly following abated for the Casualty period of repair and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after restoration commencing on the date of delivery such casualty event in the proportion which the area of the Damage Notice Premises, if any, which is not usable by Tenant bears to Landlordthe total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant shall deliver waives any right to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description terminate the Lease by reason of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work damage or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualtycasualty loss. Notwithstanding anything contained in this Section 11 the Lease to the contrary, if a substantial portion of to the Property extent the damage to the Project is damaged and attributable to Tenant, Tenant shall pay to Landlord with respect to any damage to the Project an amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenantcommercially reasonable deductible under Landlord’s insurance policy, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) exceed $10,000.00, within 30 days following the date after presentment of the Casualty; following TenantLandlord’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseinvoice.
Appears in 4 contracts
Samples: Lease Agreement (Sphere 3D Corp), Lease Agreement (Virobay Inc), Lease Agreement (Virobay Inc)
Restoration. In If the case Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of any damage reasonable access to or destruction of the Improvements by CasualtyPremises, Tenant shall use give prompt notice to Landlord, and the damage shall be repaired by Landlord, at its best efforts toexpense, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they that the Premises were in on the date the Premises were delivered to Tenant, and, for the Building, the condition existing prior to such Casualtythe damage, or, if such affected portion is subject to Redevelopmentthe provisions of any Mortgage or Superior Lease, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), but Landlord shall have no interest in any Insurance Proceeds obligation to repair or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing restore (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”)Tenant’s Property, which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amountAlterations. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund promptly commence the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice repair, restoration or rebuilding thereof to Landlord no later than within ninety (90) days following after such damage (subject to delays in the date adjustment of insurance and Unavoidable Delays) and shall diligently pursue the Casualty; following Tenant’s delivery Substantial Completion of such noticerestoration, this Lease repair or rebuilding (subject to delays in the adjustment of insurance and Unavoidable Delays). Landlord shall terminate on promptly and diligently seek adjustment of any insurance proceeds available after any casualty. If the last day of fire or other casualty, or the month immediately following repair, restoration or rebuilding required by Landlord shall render the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain Premises untenantable in whole or in part to part, or inaccessible, then Rent shall proportionally xxxxx from the Property (excluding any portion of date when the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to damage occurred until the date on which this Lease so terminates Landlord substantially completes its restoration work in the Premises or the Premises are accessible, which proportional abatement shall be computed on the basis that the Rentable Square Feet of the portion of the Premises rendered untenantable (or within ten (10inaccessible) days following Tenant’s receipt of such Insurance Proceeds, and not occupied by Tenant bears to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to aggregate Rentable Square Feet in the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeasePremises.
Appears in 4 contracts
Samples: Agreement of Lease (Groupon, Inc.), Agreement of Lease (Groupon, Inc.), Agreement of Lease (Groupon, Inc.)
Restoration. In the case Landlord and Tenant acknowledge that Tenant’s obligations with respect to any removal of any damage to or destruction Tenant Improvements and related restoration and repair of the Improvements Premises are governed by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements that certain work letter attached hereto as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans Exhibit B (the “Restoration WorkWork Letter”). The Restoration Work by In connection with its approval of any Alterations (other than the Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(bImprovements), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall beshall, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within within fifteen (15) business days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following after Tenant’s delivery specific written request made at the time Tenant requests Landlord’s approval of such noticeAlterations (any such specific request by Tenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenanta “Removal Determination Request”), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate the provisions below, expressly designate in writing which Alterations or components of Alterations may remain in the Premises upon the expiration or sooner termination of this Lease pursuant to this Section 11), Tenant shall Lease. If Landlord does not be entitled to expressly indicate that any abatement portion or other reduction of Rent in connection with such event or the period during which Tenant or any occupants component of the Property are unable to utilize Alterations described in the Property for their intended uses. The terms Removal Determination Request may remain, then Landlord may require that such portion of this Section 11 shall survive component of the Alterations be removed from the Premises at the expiration or earlier termination of the Lease Term; provided, however, that if Landlord fails to respond to a Removal Determination Request within such 15 business day period) then Tenant may send a subsequent written notice to Landlord renewing the Removal Determination Request, and if Landlord fails to respond to the subsequent Removal Determination Request within an additional 5 business day period (but has otherwise approved the Alterations pursuant to Paragraph 7(a)), then such Alterations may remain in the Premises upon the expiration or sooner termination of this Lease, provided that the second Removal Determination Request expressly notes in capitalized, boldfaced language that Landlord’s failure to respond will mean Landlord has waived its right to request removal of all such Alterations. Without limiting Landlord’s right to require removal of any Alterations (including Permitted Alterations), in Landlord’s sole discretion, Landlord shall be entitled to require removal of Alterations that, in Landlord’s judgment, (i) are non‑standard office improvements that are not consistent with other upscale professional services office space within comparable Class A office buildings in the Stanford Research Park and University Circle, (ii) affect the structure of the Building or the Building Systems; or (iii) would have no value, or would have negative value, to a future tenant. Without limiting the foregoing, Landlord may require removal of Tenant’s signage, electrical or telecommunications risers and conduits, cables and lines installed by or on behalf of Tenant, raised flooring, heat pumps, supplemental air conditioning equipment, UPS systems, rolling files or storage units and any accompanying structural steel reinforcements at the expiration or earlier termination of the Lease Term. Any obligation of Tenant to remove Alterations pursuant to this Paragraph 7(d) shall also require Tenant to repair any damage resulting to the Premises in connection with the removal of such Alterations. For avoidance of doubt, Tenant shall not be obligated to remove any Landlord-approved Tenant Improvements or Alterations from the Premises at the expiration of the Lease Term that Landlord has specifically designated in writing may remain in the Premises pursuant to this Paragraph 7(d) or Paragraph 2(d) of the Work Letter, or that are the subject of a second Removal Determination Request to which Landlord does not respond within 5 business days.
Appears in 3 contracts
Samples: Lease Agreement (Cloudera, Inc.), Lease Agreement (Cloudera, Inc.), Lease Agreement (Cloudera, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of notice from Landlord estimating a written notice (a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the CasualtyPeriod. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Unless Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged and agreed that all Landlord shall, subject to receipt of Tenant’s obligations hereunder sufficient insurance proceeds (with respect any deductible to be treated as an Operating Expense subject to the Restoration Work are provisions of Section 5), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to Tenant’s receipt delays arising from the collection of Insurance Proceeds therefor and payment by Landlord insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any shortfall amount. Within fifteen kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (15as defined in Section 30) days following its receipt in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, Landlord shall notify Tenant may, in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord its sole and absolute discretion, elect not to fund proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the shortfall. Any right expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Notwithstanding the foregoing, if a portion of the Project not including the Premises is damaged, Landlord may not terminate this Lease on the last day basis that the Restoration Period will exceed the Maximum Restoration Period if Landlord elects to merely repair the damage rather than redevelop or improve the Project as a whole, and Landlord actually commences construction of the month immediately following repair of such damage. The Restoration Period and the month in which Tenant delivered such notice to LandlordMaximum Restoration Period shall not be extended by Force Majeure. In the event that Tenant timely notifies Landlord that it elects the Lease terminates pursuant to terminate this Lease in accordance with the terms provisions of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion 18 as a result of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)an earthquake, Tenant shall not be entitled required to pay any abatement or other reduction deductibles as part of Rent Operating Expenses in connection with such event earthquake. Tenant may, at Tenant’s option, promptly re-enter the Premises and commence doing business in accordance with this Lease upon Landlord’s completion of all repairs or restoration required to be done, by Landlord pursuant to this Section 18; provided, however, that Tenant shall nonetheless (and even if Tenant does not re-enter the Premises) continue to be responsible for all of its obligations under this Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space in the Project during the period during which of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 3 contracts
Samples: Lease Agreement (Veracyte, Inc.), Lease Agreement (Veracyte, Inc.), Lease Agreement (Veracyte, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this, in which event Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Net Multi-Tenant Laboratory 455 Mission Bay/Twist Bioscience - Page 13 Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery business. Such abatement shall be the sole remedy of such noticeTenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement (Twist Bioscience Corp), Lease Agreement (Twist Bioscience Corp)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 45 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. If Tenant has not exercised its Extension Right pursuant to Section 40, Tenant may also terminate this Lease by written notice to Landlord delivered within 5 business days after receipt of a notice estimating the date on which the Restoration Period is expected to occur if the Restoration Period is estimated by Landlord to be completed during the last 12 months of the Damage Notice to Landlord, Base Term. Unless either Landlord or Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space reasonably acceptable to Tenant during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 3 contracts
Samples: Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.)
Restoration. In If at any time during the case of any damage to Lease Term the Premises are damaged by a fire or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticecasualty, Landlord shall notify Tenant in writing whether within 60 days after such damage as to the amount of time Landlord agrees reasonably estimates it will take to fund such shortfall; any failure of restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right or Tenant may elect to terminate this Lease pursuant upon notice to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord the other party given no later than ninety (90) 30 days following the date of the Casualty; following Tenant’s delivery of such after Landlord's notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it If neither party elects to terminate this Lease or if Landlord estimates that restoration will xxxx 0 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the terms foregoing, either party may terminate this Lease if the Premises are damaged during the last year of this Section 11the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, thenif any, notwithstanding anything contained in this Section which is not usable by Tenant bears to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion total area of the Insurance Proceeds that relate to Premises. Such abatement shall be the personal property sole remedy of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsand except as provided herein, to the extent not received by Tenant prior to such date of termination). Notwithstanding waives any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasecasualty loss.
Appears in 3 contracts
Samples: Lease Agreement (Winsonic Digital Media Group LTD), Lease Agreement (Viewsonic Corp), Lease Agreement (Adams Golf Inc)
Restoration. In the case of any damage If this Lease is not terminated in accordance with Section 14.01, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualtyother matters beyond Landlord’s reasonable control, restore the affected portion Premises and Common Areas necessary to provide access to or use of the Improvements Premises (or construct such replacement Improvements as Tenant but excluding Tenant’s Property and the Tenant-Insured Improvements), subject to the following provisions. Such restoration shall elect in its sole discretion) be to substantially the same condition they were in that existed prior to such the Casualty, orexcept for modifications required by Law or any other modifications to the Common Areas as Landlord may reasonably elect. In no event shall Landlord be required to spend more for the restoration of the Premises, Building and Common Areas than the proceeds received by Landlord from Landlord’s insurance policies together with deductibles thereon, provided, however, if Landlord does not elect to fund any such affected deficiency, Landlord shall promptly notify Tenant and Tenant or Landlord may elect to terminate this Lease. Landlord shall not be liable for any inconvenience to Tenant or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a portion of the Premises is subject rendered untenantable, inaccessible or unusable, as applicable, as a result of a Casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable, inaccessible or unusable and not used by Tenant; provided, however, the rent abatement period under the preceding sentence shall end on the earlier of ninety (90) days after Landlord has completed Landlord’s restoration work required herein or the date that Tenant recommences business operations from that portion of the Premises. Promptly following the completion of Landlord’s restoration of the Premises, Building and the Common Areas as required herein and notification from Landlord of such completion, or upon notification from Landlord that Tenant may access the Premises for the concurrent performance of restoration work by each party, Tenant shall restore the Tenant-Insured Improvements to Redevelopment, then substantially their condition prior to proceed with the development Casualty (except for modifications required by Law or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work otherwise elected by Tenant shall be commenced promptly following the Casualty to reflect Tenant’s business) and shall be performed in a good and workmanlike manner with reasonable speed and in accordance with applicable Laws in all material respectsdiligence. The net proceeds of Tenant’s Property Policy (In no event shall Tenant be required to spend more for the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion restoration of the Property is damaged as a result of Tenant-Insured Improvements than the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not proceeds received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to from Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event insurance policies or the period during which amount Tenant or any occupants of would have received had Tenant carried the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of insurance and with limits required in this Lease.
Appears in 3 contracts
Samples: Lease Agreement (Monte Rosa Therapeutics, Inc.), Lease Agreement (Monte Rosa Therapeutics, Inc.), Lease Agreement (Ikena Oncology, Inc.)
Restoration. In If, at any time during the case Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of any such, damage as to or destruction the amount of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice to Landlord, Tenant shall deliver to such damage or destruction. Unless Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant, except to the extent to which Landlord receives insurance proceeds for the restoration of improvements from the insurance required to be maintained under Section 17. in which case such improvements shall be included as part of Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided. however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period, or if longer, the Restoration Period, elect to terminate this Lease, in either of which events Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all of required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, following the date that Landlord makes the Premises available to Tenant for Tenant’s obligations hereunder with respect repairs or restoration, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Materials Clearances, all Alterations and other improvements installed by Tenant or by Landlord and paid for by Tenant (except to the Restoration Work are extent covered by insurance required to be maintained by Landlord pursuant to Section 17. in which case such improvements shall be included as part of Landlord’s restoration, subject to Tenant’s receipt the terms of Insurance Proceeds therefor this Section 18). Promptly upon the substantial completion of such Alterations and payment by other improvements, Tenant shall reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord of any shortfall amount. Within fifteen (15) days following its receipt or Tenant may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord delivers notice to Tenant of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained in this Lease, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant if insurance proceeds are not available for such restoration, provided that such unavailability of insurance proceeds is not the result of Landlord’s failure to this maintain the insurance policies required to be maintained by Landlord under Section 11 17. Rent shall be exercisable abated from the date all required Hazardous Materials Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that Tenant timely notifies Landlord that it elects no Hazardous Materials Clearances are required to terminate this Lease in accordance be obtained with respect to such fire or other casualty, the terms rent abatement shall commence as of this Section 11the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18. Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 3 contracts
Samples: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Foghorn Therapeutics Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 6 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant, subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord and Tenant shall be relieved of their respective obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor make repairs or restoration and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt this Lease shall terminate as of the Restoration Work Noticedate that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall notify retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord within the shortfallPremises and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 3 contracts
Samples: Lease Agreement (Avidity Biosciences, Inc.), Lease Agreement (Avidity Biosciences, Inc.), Lease Agreement (Avidity Biosciences, Inc.)
Restoration. In If, following the case Bid Date and prior to the Time of Closing, there has occurred any material casualty loss, destruction or damage to or destruction any part of the Improvements by CasualtyLMM Airport Facility and this Agreement has not been terminated under Section 2.4(d), Tenant then the Authority shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore promptly and diligently Restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially LMM Airport Facility; provided that if the same condition they were in affected portion of the LMM Airport Facility cannot be Restored prior to such Casualty, or, if such affected portion is subject to Redevelopmentthe Closing Date, then the Authority shall make or cause to proceed with be made such Restoration as can reasonably be completed prior to the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans Closing Date (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and manner, in accordance with any applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (Operating Standards and using Reasonable Efforts to minimize interference with the “Insurance Proceeds”) shall be applied first LMM Airport Facility Operations and further damage to the LMM Airport Facility) and assign all warranties and guarantees in respect of such Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall beLessee on the Closing Date and, and any Leasehold Mortgage at the option of the Lessee, either (A) the Authority, prior to the Closing Date, shall provide to the Lessee a plan for the completion of such Restoration efforts by the Authority or its agents following the Time of Closing at the Authority’s sole expense and subject to the Lessee’s reasonable approval and shall then complete such Restoration in substantial accordance with such plan; provided that Tenant is, entitled the Lessee may choose in its discretion to settle all insurance undertake such Restoration pursuant to such approved plan at the Authority’s sole cost and other related claims, and to retain and utilize any Insurance Proceeds expense or (B) the Lessee shall Restore the remaining affected portion of the LMM Airport Facility in accordance with its own plan for the terms hereofcompletion of such Restoration. If, as indicated in Notwithstanding whether the Damage Notice, a substantial portion of the Property Authority is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice required to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of complete the Restoration Work to be performed and an estimate of or the reasonable cost Lessee shall have elected to complete such the Restoration Work (a “Cost Estimate”)as contemplated above, which such description and Cost Estimate the Authority shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 provide Leasehold Compensation to the contrary, if a substantial portion of Lessee during the Property is damaged and period from the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with Closing Date until the Restoration Workis complete (which Leasehold Compensation, Tenant shall have for the rightavoidance of doubt, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to may be provided by extending the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease Term in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant15.1(c)(i), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 3 contracts
Samples: Lease Agreement (Southeast Airport Group), Airport Lease Agreement, Airport Lease Agreement
Restoration. In the case of any damage If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualtyother matters beyond Landlord’s reasonable control, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant Building, Leased Premises and Common Areas. Such restoration shall elect in its sole discretion) be to substantially the same condition they were in that existed prior to the Casualty, except for modifications required by Applicable Laws or any other modifications to the Common Areas deemed desirable by Landlord (provided, such Common Areas shall be of a materially consistent utility and functionality as same existed prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s insurance with respect to any alterations or improvements performed by or for the benefit of Tenant (provided that for purposes of clarification Tenant shall not be responsible for paying or crediting to Landlord any deductibles applicable to Tenant’s insurance policies); provided if the estimated cost to repair such Tenant alterations or improvements exceeds the amount of insurance proceeds received by Landlord from Landlord’s and Tenant’s insurance carriers, the excess cost of such repairs shall be paid by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respectsto Landlord prior to Landlord’s commencement of repairs. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than Within thirty (30) days after the date of delivery of the Damage Notice to Landlordwritten demand, together with supporting documentation, Tenant shall deliver to also pay Landlord a written notice (a “Restoration Work Notice”) containing (i) a description for any additional excess costs that are reasonably incurred during the performance of the Restoration Work repairs. In no event shall Landlord be required to be performed and an estimate of spend more for the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared restoration than the proceeds received by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are other than with respect to deductibles under Landlord’s insurance policies. Except as otherwise set forth in this Lease, Landlord shall not be liable for any inconvenience or will become available annoyance to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 or injury to the contrarybusiness of Tenant occasioned by damage by fire or other casualty or the repair thereof. Landlord will not carry insurance of any kind on Tenant’s Property and shall not be obligated to restore or repair any damage to Tenant’s Property except to the extent that Landlord receives Tenant’s insurance proceeds as set forth above. Provided that Tenant is not then in Default beyond any applicable notice and cure periods, if during any period of time that all or a substantial material portion of the Property Leased Premises is damaged and rendered untenantable as a result of a Casualty, rent shall xxxxx for the amount portion of the Cost Estimate exceeds Leased Premises that is untenantable and not used by Tenant. Notwithstanding the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticeforegoing, Landlord shall notify Tenant in writing whether be liable for all excess costs if Landlord agrees did not carry insurance it was required to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of under this Lease.
Appears in 3 contracts
Samples: Lease Agreement (Grail, LLC), Lease Agreement (Grail, Inc.), Lease Agreement (Grail, Inc.)
Restoration. In (A) If the case of any Building is totally or partially damaged or ------------ destroyed, thereby rendering the Building totally or partially inaccessible or unusable, then (unless such damage was caused by Tenant, its agents, employees, invitees, or contractors) Landlord shall diligently repair and restore the Building, to substantially the same condition it was in prior to such damage or destruction and only to the extent of insurance proceeds received by Landlord; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within ninety (90) days after the Improvements occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right, at its sole option, to terminate this Lease by Casualtygiving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. Landlord shall notify Tenant within 45 days whether Landlord intends to repair and whether Landlord anticipates that repairs to the Premises will exceed 180 days to bring to completion. If Landlord's notice states that such repairs are not expected to be completed within 180 days, Tenant shall use its best efforts tobe entitled to terminate this Lease by notice to Landlord given within fifteen (15) days of receipt of Landlord's notice, and this Lease shall then terminate as if such date were the date of the ordinary expiration of the Term. In addition, in the event that Landlord has not completed the repairs required of it under this Section 12.1(A) within one one- hundred eighty (180) days of the damage or destruction, such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) period to substantially the same condition they were in prior to such Casualty, or, if such affected portion is be subject to Redevelopment, then extension pursuant to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy S)15.4 (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any no event no later than thirty (30) days after the date extended beyond a total of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”270 days), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof of termination to Landlord no later than ninety within thirty (9030) days following after the date of the Casualty; following Tenant’s delivery expiration of such noticeone hundred eighty day period, this Lease shall terminate on as the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall same may be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseextended as set forth above.
Appears in 2 contracts
Samples: New England Business Service Inc, New England Business Service Inc
Restoration. In (a) If at any time during the case of any damage to Lease Term the Premises are damaged by a fire or destruction of the Improvements by Casualtyother casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty sixty (18060) days after such damage as to the amount of such Casualty, time. Landlord or Landlord’s architect or general contractor reasonably estimates it will take to restore the affected portion of Premises. If Landlord or Landlord’s architect or general contractor estimates the Improvements restoration time to exceed 180 days from the date Landlord receives all permits, approvals, and licenses required to begin construction, then Tenant may request in writing within five (or construct such replacement Improvements as Tenant shall elect in its sole discretion5) to substantially the same condition they were in prior to such Casualtydays following Landlord’s notice that Landlord select a third-party professional construction manager, or, if such affected portion is subject to RedevelopmentLandlord’s reasonable approval, then to proceed with estimate the development or redevelopment thereof time it will take to complete restore the Redevelopment in accordance with the Redevelopment Plans Premises. If Landlord and Tenant cannot mutually agree within three (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds 3) business days of Tenant’s Property Policy request as to the identity of such third-party professional construction manager, then Landlord and Tenant shall each nominate a professional construction manager, who shall, within two (2) business days thereafter, jointly select one professional construction manager in Dallas, Texas to determine the “Insurance Proceeds”) time needed to restore the Premises (and the determination of such third professional construction manager shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, made as soon as reasonably practicable [but in no event more than 45 days following the Casualtydamage], but shall be deemed final, and, notwithstanding anything else to the contrary in any event this Lease, may not be arbitrated or thereafter disputed by the parties hereto). If the restoration time is estimated to exceed 180 days from the date Landlord receives all permits, approvals, and licenses required to begin reconstruction, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty’s notice. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it If neither party elects to terminate this Lease in accordance with the terms of this Section 11or if Landlord or Landlord’s architect or general contractor estimates that restoration will take 180 days or less, then, notwithstanding anything contained in this Section subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the contraryPremises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, any Insurance Proceeds which subject to delays not caused by Landlord arising from CONFIDENTIAL & PROPRIETARY Subject to Audit Protective Agreement the collection of insurance proceeds or from Force Majeure events. Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following at Tenant’s receipt of such Insurance Proceedsexpense shall promptly perform, subject to the extent delays not received caused by Tenant prior arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to such date of termination)be done by Landlord. Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to foregoing, either party may terminate this Lease pursuant upon thirty (30) days written notice to this Section 11), Tenant shall not be entitled to any abatement or the other reduction of Rent in connection with such event or if the period Premises are damaged during which Tenant or any occupants the last year of the Property are unable Lease Term and Landlord or Landlord’s architect or general contractor reasonably estimates that it will take more than thirty (30) days to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaserepair such damage.
Appears in 2 contracts
Samples: Lease Agreement, Part of Lease Agreement (Rackspace Inc)
Restoration. In If, at any time during the case of Term, any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements Building shall be damaged or destroyed by a fire or other casualty to the extent that the operation of Tenant’s business in the Premises in the normal course is materially adversely affected or if any portion of the Premises are damaged or destroyed by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Building or the Premises, as applicable (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration WorkPeriod”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to If the Restoration Work and then as provided in any Leasehold Mortgage and if there Period is no Leasehold Mortgage, paid estimated to Tenant. Except as set forth below in this Section 11(bexceed 270 days (“Maximum Restoration Period”), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises to their condition on the date of Delivery (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant unless covered by the insurance Landlord maintains as an Operating Expense hereunder, in which case such improvements shall be included, to the extent of such insurance proceeds, in Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials in, on, or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 30 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant, subject to the abatement set forth in the paragraph below. Landlord’s right to perform any such repair or restoration in the Premises pursuant to this Section 18 shall be performed in accordance with the access restrictions set forth in Section 32 below. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly reenter the Premises and commence doing business in accordance with this Lease upon Landlord’s completion of the repairs or restoration of the Premises. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it being expressly acknowledged will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and agreed restored, in the proportion that all the area of the Premises, if any, that is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s obligations hereunder with respect to the Restoration Work are subject to business as reasonably determined by Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice Such abatement shall be deemed an election by Landlord not to fund the shortfall. Any sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease pursuant to by reason of damage or casualty loss. The provisions of this Lease, including this Section 11 shall be exercisable by 18, constitute an express agreement between Landlord and Tenant by delivering written notice thereof with respect to Landlord no later than ninety (90) days following the date any and all damage to, or destruction of, all or any part of the Casualty; following Tenant’s delivery of such noticePremises, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, or any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds Project, and any statute or regulation that relate is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (NextCure, Inc.), Lease Agreement (NextCure, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”), Tenant may elect to terminate this Lease by delivery of written notice to Landlord within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be applied first relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 60 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Tenant. Notwithstanding anything to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below contrary contained in this Section 11(b18, if the Premises or the Project is damaged or destroyed by a casualty which is not covered by Landlord’s insurance (or is only partially covered by Landlord’s insurance) such that there is any shortfall in coverage to restore the Premises or the Project other than any shortfall resulting from Landlord’s failure to maintain the insurance required to be maintained by Landlord pursuant to Section 17, and Landlord is not willing to pay the amount of such shortfall, then Landlord shall give written notice to Tenant of such determination (the “Determination Notice”). In addition, if any Holder requires that any of the insurance proceeds from a casualty be applied to indebtedness secured by the Project and it results in a shortfall to complete the repairs and Landlord is not willing to pay for such shortfall, then Landlord shall have the right to provide a Determination Notice to Tenant; provided, however that, if Landlord encumbers the Project with a Mortgage, Landlord shall have no interest in any Insurance Proceeds or policies use reasonable efforts to cause the Holder of such Mortgage to agree to only claim such insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of proceeds if the Restoration Work Period is estimated to be performed and an estimate of exceed the reasonable cost to complete such Maximum Restoration Work Period (a “Cost Estimate”), which such description and Cost Estimate provided further that in no event shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available Landlord have any liability to Tenant in connection with Landlord’s failure to obtain such agreement from the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of TenantHolder despite Landlord’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of terminationgood faith efforts). Notwithstanding any other provision of this Lease to the contrary Either Landlord (but subject to Tenant’s right to deliver a Termination Rejection Notice) or Tenant may terminate this Lease pursuant by giving written notice (“Termination Notice”) to the other party within 30 days after receipt of the Determination Notice. Tenant shall have the right to reject Landlord’s termination notice and require Landlord to restore the Premises or the Project, as applicable, provided, however, that Tenant provides Landlord with written notice (“Termination Rejection Notice”), within 10 business days after receipt of the Termination Notice, of Tenant’s election to require Landlord to restore the Premises or the Project, as applicable, and Tenant pays the full amount of the shortfall (“Tenant Contribution”). Landlord shall have the right to require Tenant to deposit the full Tenant Contribution with Landlord concurrently with Tenant’s delivery of the Termination Rejection Notice. Notwithstanding anything to the contrary contained in this paragraph, in no event shall Landlord have any repair obligations under this paragraph unless there is at least 4 years remaining on the Base Term of this Lease from and after the estimated completion date of the repairs. Net Lease Net Lease 9877 Xxxxxx/Cue - Page 18 Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, any repairs or restoration Tenant wishes to have performed that are not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable (as reasonably determined by Tenant) for the temporary conduct of Tenant’s business for the Permitted Use. In the event that no Hazardous Material Clearances are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 11)18, Tenant shall not be entitled waives any right to any abatement terminate this Lease by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Cue Health Inc.), Lease Agreement (Cue Health Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 3 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice to Landlord, Tenant shall deliver to such damage or destruction. Unless Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work NoticePeriod, Landlord shall notify Tenant may, in writing whether its sole and absolute discretion, elect not to proceed with such repair and restoration, in which event Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not relieved of its obligation to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which Tenant delivered later of: (i) discovery of such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11damage or destruction, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to ii) the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsall required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to the extent not received any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of termination). Notwithstanding any other provision of this Lease the Premises, if any, which is not usable by Tenant bears to the contrary (but subject to total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Corvus Pharmaceuticals, Inc.), Lease Agreement (Corvus Pharmaceuticals, Inc.)
Restoration. In the case of any damage a Casualty to one or destruction more of the Improvements by CasualtyIndividual Properties (each, Tenant shall use its best efforts toa "Casualty Property"), within one hundred eighty Grantor, whether or not the insurance proceeds (180hereafter "Insurance Proceeds") days on account of such CasualtyCasualty shall be sufficient for such purpose, at its expense, will promptly commence and complete the restoration, replacement or rebuilding of the Casualty Property as nearly as possible to its value, condition and character immediately prior to such Casualty (such restoration, replacement, and rebuilding, together with any temporary repairs and property protection pending completion of the work, being herein referred to as the "Restoration"), provided, however, in the event that (i) the Restoration adversely affects the cash flow from the Casualty Property in any material respect and cannot reasonably be expected to be completed within a period of twelve (12) months after the date of the Casualty (or, if shorter, by the date on which the proceeds of business interruption insurance will no longer be available) or (ii) the extent of the damage makes it impracticable in Grantor's good faith business judgment, to restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) Casualty Property to substantially the same condition they were in as existed prior to the Casualty or the Casualty results in the permanent loss of access to the Casualty Property or the Improvements thereon or (iii) the Casualty Property and the use thereof after the Restoration would not be in material compliance with and permitted under all applicable laws, or (iv) the Insurance Proceeds payable on account of such Casualty, or, if such affected portion is subject Casualty equal or exceed the Allocated Loan Amount applicable to Redevelopmentthe Casualty Property, then Restoration shall not be required or permitted and instead the Insurance Proceeds shall be collected and paid over to proceed Beneficiary up to the amount of the Allocated Loan Amount for such Casualty Property (with any excess to be paid to Grantor) and the development amount thereof shall be held and applied by Beneficiary (or redevelopment thereof to complete the Redevelopment Servicer on its behalf in accordance with Section 5.12.3 hereof) (net of any amounts necessary to avoid or eliminate any hazardous condition on the Redevelopment Plans Casualty Property or to prevent imminent and substantial physical deterioration of the Casualty Property), (a) (i) if applied prior to the “Restoration Work”). The Restoration Work first day of the Defeasance Period, to prepayment of the outstanding principal balance of the Mortgage Note, without the requirement of a Yield Maintenance Payment, in accordance with Section 2.7 of the Loan Agreement, or (ii) if applied during the Defeasance Period and after the Securitization has occurred, to the purchase of U.S. Obligations in accordance with Section 2.5 and Section 2.9 of the Loan Agreement, or (iii) if applied after the Defeasance Period, to prepayment of the outstanding principal balance of the Mortgage Note, in accordance with Section 2.10 of the Loan Agreement, without the requirement of a Yield Maintenance Payment and (b) to the payment of all other indebtedness which this Deed of Trust secures in such order as is contemplated under the Loan Documents; provided, however, that such prepayment must be in an amount at least equal the greater of (A) the Allocated Loan Amount for such Casualty Property and (B) the Net Sales Proceeds received by Tenant shall be commenced promptly Grantor from the sale of the Casualty Property or the part thereof that remains following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in plus any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any remaining Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part not previously applied to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion repayment of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the CasualtyLoan or Restoration), but in any no event no later more than thirty (30) days after the date Release Price of delivery of the Damage Notice to Landlordsuch Casualty Property, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate regardless of the amount of Insurance Proceeds, and shall be payable by Grantor (and the amounts described in the immediately preceding parenthetical phrase shall not be deducted from the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to that the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant same shall not be entitled sufficient to any abatement or other reduction of Rent in connection with pay the Allocated Loan Amount plus such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseinterest).
Appears in 2 contracts
Samples: Waiver and Agreement (Arden Realty Inc), Waiver and Agreement (Arden Realty Inc)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Zentalis Pharmaceuticals, Inc.), Lease Agreement (Zentalis Pharmaceuticals, LLC)
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty sixty (3060) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. .] Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 2 contracts
Samples: Master Leasing Agreement (Aimco OP L.P.), Master Leasing Agreement (Apartment Income REIT Corp.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty sixty (18060) days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed twelve (12) months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty of: (30i) seventy-five (75) days after the date discovery of delivery of the Damage Notice to Landlordsuch damage or destruction, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrarydate all required Hazardous Materials Clearances, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds applicable, are obtained; provided, however, that are or will be available notwithstanding Landlord’s election to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Workrestore, Tenant shall have may elect to terminate this Lease by written notice to Landlord delivered within five (5) business days of receipt of a notice from Landlord estimating a Restoration Period for the right, at its option, Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt proceed with such repair and restoration, in which event Landlord shall be relieved of Insurance Proceeds therefor and payment its obligation to make such repairs or restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen delivered within five (155) business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this Lease and this Lease shall terminate as of the date is the later of: (i) expiration of the Maximum Restoration Period or, if longer, the Restoration Period, or (ii) the date all required Hazardous Materials Clearances, if applicable, are obtained, but Landlord shall notify retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than two (2) months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant if insurance proceeds are not available for such restoration provided that Landlord has maintained the insurance required to be maintained by Landlord under this Section 11 Lease. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery business. Such abatement shall be the sole remedy of such noticeTenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Fate Therapeutics Inc), Lease Agreement (Fate Therapeutics Inc)
Restoration. In Should either (i) the case termination option as provided above in this Section not apply or, if applicable, should neither party elect to timely exercise such option, or (ii) should Landlord otherwise be required to repair and restore the Premises as provided herein, then Landlord shall repair or restore the Premises to substantially the same condition as existed before such damage or destruction. Upon electing to repair or restore or being required to repair or restore pursuant to this Section, Landlord may proceed with reasonable dispatch to perform the necessary work, and the Base Rent and the Additional Rent attributable to Tenant’s Proportionate Share of the Operating Expenses due for the period following the casualty shall be abated in proportion to the unusable Premises for a period commencing as of the date of the casualty damage until the repairs and restoration of the Premises are substantially complete. Landlord shall not be liable to Tenant for any delay which arises by reason of any Force Majeure as described in Section 22.21 or any other cause beyond Landlord’s control, and in no event shall Landlord be liable for any loss of profits or income experienced by Tenant as a result of such casualty damage to or destruction of the Improvements by Casualtyrepair and restoration work, Tenant shall use its best efforts to, If such repair or restoration is not substantially complete within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice it is determined that Landlord is obligated to Landlordmake such repairs, then Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to may terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety of its election to terminate at any time after the expiration of said one hundred eighty (90180) days following the date of the Casualty; following Tenantday period and before Landlord’s delivery substantial completion of such noticerepair or restoration; provided that if Tenant delivers said notice in a timely manner, this Lease shall terminate on the last day as of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion date of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement fire or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasecasualty.
Appears in 2 contracts
Samples: Office Building Lease (Teladoc, Inc.), Office Building Lease (Teladoc, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work Period is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 20 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding any Alterations installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be commenced promptly following relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the Casualty date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. If this Lease has not been terminated pursuant to this Section 18, after the date that is 4.5 months after the discovery of the damage or destruction, Tenant may deliver to Landlord a written request of Landlord’s determination of the time remaining to restore the Project or the Premises, as applicable. Landlord shall be performed in deliver a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds response to Tenant within 10 days after Landlord’s receipt of Tenant’s Property Policy written request indicating Landlord’s reasonable estimate of the time remaining to restore the Project or the Premises. If the time estimated by Landlord exceeds the Restoration Period or, if applicable, the Maximum Restoration Period, Tenant may by written notice to Landlord delivered within 10 business days after Tenant’s receipt of Landlord’s response, elect to terminate this Lease and this Lease shall terminate as provided above. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term (the “Insurance Proceeds”) which, if Tenant has elected to exercise its Extension Right pursuant to Section 39, shall be applied first the last year of the Extension Term) and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work and then as provided in any Leasehold Mortgage and Period. Landlord shall also have the right to terminate this Lease if there is no Leasehold Mortgage, paid to Tenantinsurance proceeds are not available for such restoration. Except as set forth below in this Section 11(b)Notwithstanding the foregoing, Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to the immediately preceding sentence if insurance proceeds are not available as a result of Landlord’s failure to maintain insurance required to be maintained by Landlord pursuant to the terms of this Section 11 Lease. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space reasonably acceptable to Tenant during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Vividion Therapeutics, Inc.), Lease Agreement (ONCOSEC MEDICAL Inc)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (including the initial Tenant Improvements paid for by Landlord but excluding any improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord and Tenant shall be relieved of their respective obligations under this Section 18 and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all of required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant’s obligations hereunder with respect . If this Lease has not been terminated pursuant to this Section 18, and, prior to the Maximum Restoration Work are subject Period, Landlord determines that sufficient proceeds will not be available for the repair or restoration required to the Premises or the Project, Landlord shall deliver written notice to Tenant of such insufficiency promptly after Landlord becomes aware of such insufficiency and this Lease shall terminate 30 days after Tenant’s receipt of Insurance Proceeds therefor and payment Landlord’s notice. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord of any shortfall amountand shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Within fifteen (15) days following its receipt Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant if insurance proceeds are not available for such restoration; provided that if Landlord does not so elect to terminate this Section 11 Lease, the shortfall of insurance proceeds shall be exercisable payable by Landlord, at its own cost. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such noticebusiness, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordas reasonably determined by Tenant. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Metacrine, Inc.), Lease Agreement (Metacrine, Inc.)
Restoration. In the case of any damage to or destruction Upon surrender of the Improvements by Casualty, Premises or earlier termination of the Lease Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, be obligated to remove the Sky Bridge Changes and to restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in Premises to its sole discretion) to substantially the same condition they were in prior to such Casualtymaking the Sky Bridge changes, orreasonable wear and tear excepted, if such affected portion is subject to Redevelopment, then to proceed with all of which removal and restoration shall be made at the development or redevelopment thereof sole cost of Tenant. If Tenant fails to complete the Redevelopment in accordance with removal and restoration prior to expiration of the Redevelopment Plans (Term or earlier termination of this Lease, Landlord may complete such removal and restoration and charge the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty cost of such removal and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid restoration to Tenant. Except as set forth below in Notwithstanding the above provision of this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 4 to the contrary. Tenant may at any time, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later earlier than ninety (90) days following prior to the date expiration of the Casualty; following Term, give written notice to Landlord (“Removal Notice”) requesting that Landlord agree that Tenant need not remove the Sky Bridge Changes and restore the Premises upon expiration of the Term of the Lease and surrender of the Premises by Tenant. The agreement of Landlord to any request made by Tenant pursuant to Removal Notice may be withheld or given in Landlord’s sole and absolute discretion, but in any event Landlord will respond within thirty (30) days, and any delay beyond such thirty (30) day period on the part of Landlord in responding will delay the outside date for Tenant’s delivery completion of such noticework on a day-for-day basis. In connection with Landlord’s response to any Removal Notice, this Lease shall terminate on the last day Landlord may require that components of the month immediately following Sky Bridge Changes be removed with related restoration and that other components of the month Sky Bridge Changes remain. Unless Landlord in which a written response to Tenant delivered such notice to Landlordany Removal Notice has agreed in writing that the Sky Bridge Changes (or any component thereof) need not be removed by Tenant, Tenant shall be obligated, at its sole cost, to remove the Sky Bridge Changes and restore the Premises prior to expiration of the Term. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section If and to the contrary, any Insurance Proceeds which Tenant has received extent that Landlord responds to a Renewal Notice that all or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate Sky Bridge will not be required to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)removed, Tenant shall will be forever released from any requirement to remove the Sky Bridge Changes which Landlord has specifically agreed in writing need not be entitled removed and Tenant shall continue to any abatement or be obligated to remove all other reduction of Rent in connection with such event or Sky Bridge Changes and to restore the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeasePremises.
Appears in 2 contracts
Samples: Lease (Okta, Inc.), Agreement of Lease (Okta, Inc.)
Restoration. In If at any time during the case Term or any Term Extension the Project or the Premises are damaged by a fire or other insured casualty, Landlord shall notify Tenant within 45 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable. If the restoration time is estimated to exceed 6 months, either party, by giving Notice to the other party, may elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage. Unless either party elects to terminate this Lease, Landlord, subject to receipt of sufficient insurance proceeds, shall promptly restore the Premises (excluding any Alterations installed by Tenant and any other improvements installed by Landlord and paid for by Tenant after Substantial Completion of the original Premises), subject to delays arising from the collection of insurance proceeds, from Force Majeure events, or as needed to obtain any license, clearance, or other authorization of any damage kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, release or destruction removal of Hazardous Materials in, on, or about the Premises (collectively referred to herein as "HAZARDOUS MATERIALS CLEARANCES"); provided, however, that if such repair or restoration of the Improvements by Casualty, Tenant shall use its best efforts to, Premises is not Substantially Complete within one hundred eighty (180) days 9 months after the date of such Casualty, restore the affected portion discovery of the Improvements damage (or construct to be extended by 1 day for each day that the restoration time is estimated to exceed 6 months, provided that neither party elected to terminate this Lease based on such replacement Improvements as Tenant shall estimate), either party, by giving Notice to the other party, may elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then not to proceed with the development or redevelopment thereof to complete the Redevelopment such repair and restoration, in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant which event Landlord shall be commenced relieved of its obligations to make such repairs or restoration and this Lease shall terminate effective as of the date of such election. Tenant, at its expense, shall promptly following perform, subject to delays arising from the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies collection of insurance maintained proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, thenLandlord and, as soon as reasonably practicable following practicable, shall re-enter the CasualtyPremises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, but in Landlord may terminate this Lease if the Premises are damaged during the last 18 months of the Term or of any event no later Term Extension and Landlord reasonably estimates that it will take more than thirty (30) 60 days after to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date of delivery all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion that the area of the Damage Notice Premises that is not usable by Tenant, if any, bears to Landlordthe total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable, in Tenant's reasonable discretion, for the temporary conduct of Tenant's business. Such abatement shall be Tenant's sole and exclusive remedy at law, in equity, or otherwise, and except as provided herein, Tenant shall deliver waives any right to terminate the Lease by reason of damage or casualty loss. The provisions of this Lease, including this Section, constitute an express agreement between Landlord a written notice (a “Restoration Work Notice”) containing (i) a description and Tenant with respect to any and all damage to, or destruction of, all or any part of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”)Premises, which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial any other portion of the Property Project, and any statute or regulation that is damaged and the amount now or may hereafter be in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Cost Estimate exceeds Premises or any other portion of the amount of Insurance Proceeds that are or will be available to TenantProject, then, unless the parties hereto expressly agreeing this Section sets forth their entire understanding and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder agreement with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Disturbance and Attornment Agreement (Paradigm Genetics Inc), Disturbance and Attornment Agreement (Paradigm Genetics Inc)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.)
Restoration. In If at any time during the case of any damage to Lease Term the Premises are damaged by a fire or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticecasualty, Landlord shall notify Tenant in writing whether within 60 days after such damage as to the amount of time Landlord agrees reasonably estimates it will take to fund such shortfall; any failure of restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right or Tenant may elect to terminate this Lease pursuant upon notice to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord the other party given no later than ninety (90) 30 days following the date of the Casualty; following Tenant’s delivery of such after Landlord's notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it If neither party elects to terminate this Lease or if Landlord estimates that restoration will xxxx 0 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the terms foregoing, either party may terminate this Lease if the Premises are damaged during the last year of this Section 11, then, notwithstanding anything contained in this Section the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Tenant shall pay to Landlord with respect to any damage to the contraryPremises the amount of the commercially reasonable deductible under Landlord's insurance policy within 10 days after presentment of Landlord's invoice. If the damage involves the premises of other tenants, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with shall pay the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds deductible that relate the cost of the restoration of the Premises bears to the personal property total cost of restoration, as determined by Landlord. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsand except as provided herein, to the extent not received by Tenant prior to such date of termination). Notwithstanding waives any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasecasualty loss.
Appears in 2 contracts
Samples: Lease Agreement (Intervideo Inc), Lease Agreement (Volterra Semiconductor Corp)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following Period is estimated to exceed 12 months from the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds date of TenantLandlord’s Property Policy discovery of the damage (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Materials Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Vir Biotechnology, Inc.), Lease Agreement (Vir Biotechnology, Inc.)
Restoration. In (a) All amounts received by the case of any damage Beneficiary pursuant to Section 5 or destruction of Section 10 hereof may either be held in a restoration fund (the Improvements "Restoration Fund") by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, Beneficiary or, if it refuses to serve, a bank or trust company appointed by the Beneficiary which has a combined capital and surplus of not less than $100,000,000, as restoration fund trustee (the "Restoration Fund Trustee"), with any additions thereto that may be required by the Beneficiary as hereinafter provided. The interest or income, if any, received on all deposits or investments of any moneys in the Restoration Fund shall be added to the Restoration Fund. If the Beneficiary consents to the deposit of such affected portion is subject funds in an interest-bearing account or otherwise consents to Redevelopmentthe investment of such funds, then to proceed with neither the development Beneficiary nor the Restoration Fund Trustee shall be liable or redevelopment thereof to complete accountable for any loss resulting from any such deposit or investment, or for any withdrawal, redemption or sale of deposits or investments. The Beneficiary and the Redevelopment Restoration Fund Trustee may impose reasonable charges for services performed in managing the Restoration Fund and may deduct such charges therefrom. Restoration shall be performed only in accordance with the Redevelopment Plans following conditions: (i) prior to commencement of restoration and from time to time during restoration, the “Beneficiary may require the Grantor to deposit additional moneys into the Restoration Work”). The Fund in amounts which in the Beneficiary's judgment are sufficient to defray all costs to be incurred to complete the restoration and all costs associated therewith, including labor, materials, architectural and design fees and expenses and contractor's fees and expenses, and the Beneficiary shall have approved a budget and cost breakdown for the restoration, together with a disbursement schedule, in detail satisfactory to the Beneficiary; (ii) prior to commencement of restoration, the Grantor shall provide satisfactory evidence of rental loss insurance payments sufficient to replace any rents that are reduced or abated during the projected restoration period or shall deposit additional funds in the Restoration Work Fund to compensate for any shortfall in projected debt service payments during the restoration period, in the Beneficiary's reasonable discretion; (iii) prior to commencement of restoration, the contracts, contractors, plans and specifications for the restoration shall have been approved by Tenant the Beneficiary and all Governmental Authorities having jurisdiction, and the Beneficiary shall be commenced promptly following provided with satisfactory title insurance and acceptable surety bonds insuring satisfactory completion of the Casualty restoration and the payment of all subcontractors and materialmen; (iv) all restoration work shall be performed done under fixed price contracts, fully bonded; (v) at the time of any disbursement, an Event of Default, or any event or condition which with the passage of time or the giving of notice, or both, would constitute an Event of Default, shall not have occurred, no mechanics' or materialmen's liens shall have been filed and remain undischarged and an endorsement to its title insurance policy, satisfactory to the Beneficiary, shall have been delivered to the Beneficiary; (vi) disbursements from the Restoration Fund shall be made from time to time, but not more frequently than once each calendar month, for completed work under the aforesaid contracts (subject to retainage) and for other costs associated therewith and approved by the Beneficiary, upon receipt of evidence satisfactory to the Beneficiary of the stage of completion and of performance of the work in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. Ifcontracts, plans and specifications as indicated in approved by the Damage Notice, a substantial portion Beneficiary; (vii) the Grantor will pay the cost of the Property is damaged as a result Beneficiary's inspecting architect or engineer and the cost of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed attorney's fees and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared disbursements incurred by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent Beneficiary in connection with such event or restoration; (viii) the period during which Tenant or any occupants Beneficiary shall have the option to retain up to ten percent (10%) of the Property cost of all work until the restoration is fully completed, as determined by the Beneficiary, and all occupancy permits therefor have been issued; (vix) the Beneficiary may impose such other reasonable conditions, including a restoration schedule, as are unable customarily imposed by construction lenders to utilize assure complete and lien-free restoration; and (x) any sum remaining in the Property for their intended uses. The terms Restoration Fund upon completion of this Section 11 shall survive restoration shall, at the expiration Beneficiary's option, be applied to any part of the Obligations and in any order (notwithstanding that any of such Obligations may not then be due and payable) or earlier termination of this Leasebe paid to the Grantor.
Appears in 2 contracts
Samples: Deed of Trust and Security Agreement (Glimcher Realty Trust), Trust and Security Agreement (Glimcher Realty Trust)
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore return the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver Leased Premises to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease in good and sanitary order, condition and repair, free of rubble and debris, broom clean, reasonable wear and tear excepted. At the time Tenant requests Landlord’s consent to the construction or installation of any alteration, Tenant may also request in writing whether Landlord will require all or portions of such alteration to be removed by Tenant at the expiration or earlier termination of this Lease and Landlord shall advise Tenant at the time it provides its consent (if consent is granted by Landlord) whether all or any part of such alteration must be removed. If Tenant does not make such request at the time it seeks Landlord’s consent, then Tenant shall ascertain from Landlord at least thirty (30) days prior to the termination of this Lease, whether Landlord desires such alteration, or any part thereof, removed and the affected portion of the Leased Premises restored to its condition prior to the making of permitted alteration, and if Landlord shall so desire, then Tenant shall forthwith restore said Leased Premises or the designated portions thereof, as the case may be, to its original condition, entirely at its own expense, excepting normal wear and tear. All damage to the Leased Premises caused by the removal of any alteration or any of Tenant’s trade fixtures and other personal property that Tenant is permitted to remove under the terms of this Lease and/or such restoration shall be repaired by Tenant at its sole cost and expense prior to termination. All damage to the Leased Premises caused by the removal of such trade fixtures and other personal property that Tenant is permitted to remove under the terms of this Lease and/or such restoration shall be repaired by Tenant at its sole cost and expense prior to termination.
Appears in 2 contracts
Samples: Office Lease, Office Lease (Puma Biotechnology, Inc.)
Restoration. In the case Restoration beyond ordinary wear and tear. (check only one) The above sum includes Government restoration of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “land/facilities. Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respectsto the extent reasonably practical. Restoration work includes: . The net proceeds above sum excludes restoration of Tenant’s Property Policy (land/facilities. Reasonable costs incurred by the “Insurance Proceeds”) owner in restoring land/facilities to their prior condition shall be applied first submitted to the Restoration Work Contracting Officer. ALTERATIONS: The Government may make alterations, attach fixtures or signs, erect temporary structures in or upon the land/facilities, install temporary culverts, trenching for utilities, which shall be the property of the Government. Alterations will be removed by the Government after the termination of the emergency use, unless otherwise agreed. ORAL STATEMENTS: Oral statements or commitments supplementary or contrary to any provisions of this Agreement shall not be considered as modifying or affecting the provisions of this Agreement. CONDITION REPORTS: A joint pre and then as provided post-use physical inspection report of the land/facilities shall be made and signed by the parties; the purpose of the inspections shall be to reflect the existing site condition. Refer to attached Checklists. OTHER: Describe in any Leasehold Mortgage and if there is no Leasehold Mortgagedetail: . CHECKLIST(s): See attachment. Agreement No: Fill in the following drawing showing the land/facilities under agreement. Include buildings, paid to Tenant. Except as set forth below in this Section 11(b)roads, Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall bepaved areas, utility lines, fences, ditches, landscaping and any Leasehold Mortgage shall provide that Tenant is, entitled other physical features which help describe the area. OWNER / OWNER’S AGENT SIGNATURE: DATE: GOVERNMENT AGENT SIGNATURE: DATE: PRINT NAME AND TITLE: PHONE NUMBER (if different from Owner’s) PRINT NAME AND TITLE: PHONE NUMBER: Agreement No: PRE-USE INSPECTION: Description or photos or condition immediately prior the Government’s occupancy. Refer to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereofattached checklist. If, as indicated in the Damage Notice, a substantial portion Owner/Agent: Government Agent: (Print Name) (Print Name) Signature: Signature: _ Date: Date: POST-USE INSPECTION: Description of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work photos or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month condition immediately following the month Government’s occupancy. TOTAL AMOUNT DUE $ RELEASE OF CLAIMS STATEMENT: Contract release for and in which Tenant delivered such notice to Landlordconsideration of receipt of payment in the amount shown in ‘total amount due’. In Contractor hereby releases the event that Tenant timely notifies Landlord that it elects to terminate Government from any and all claims arising under this Lease agreement except as reserved in accordance with remarks. REMARKS: Owner/Agent: Government Agent: (Print Name) (Print Name) Signature: Signature: Date: Date: FMH 840 - Attachment 5 IDAHO DEPARTMENT OF LANDS PRESEASON CONTRACT PROVISIONS Since the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion equipment needs of the Insurance Proceeds that relate to Government and availability of Contractor's equipment during an emergency cannot be determined in advance, it is mutually agreed that, upon request of the personal property of Tenant)Government, the Contractor shall be paid to Landlord on or prior to furnish the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, equipment listed herein to the extent not received by Tenant prior the Contractor is willing and able at the time of order. The following personnel are authorized to such date place orders against this Agreement/Contract, Dispatchers, Buying Team Members, Finance Section Chiefs, Procurement Unit Leaders, and Contracting Officers. At time of termination)dispatch, a resource order number will be assigned. Notwithstanding any other provision The Contractor shall furnish the resource order number upon arrival and check in at the incident. The Incident Commander, or designee, is authorized to administer the technical aspects of this Lease Agreement/Contract. Equipment furnished under this Agreement/Contract may be operated and subjected to extreme environmental and/or strenuous operating conditions which could include, but is not limited to, unimproved roads, steep, rocky, hilly terrain, dust, heat, and smoky conditions. As a result, by entering into this Agreement/Contract, the Contractor agrees that what is considered wear and tear under this Agreement/Contract is in excess of what the equipment is subjected to under normal operations and is reflected in the rates paid for the equipment. When such equipment is furnished to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)Government, Tenant the following clauses shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.apply:
Appears in 2 contracts
Samples: Land Use Agreement, Land Use Agreement
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice to Landlord, Tenant shall deliver to such damage or destruction. Unless Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant, except to the extent to which Landlord receives insurance proceeds for the restoration of improvements from the insurance required to be maintained under Section 17, in which case such improvements shall be included as part of Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period, or if longer, the Restoration Period, elect to terminate this Lease, in either of which events Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all of required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, following the date that Landlord makes the Premises available to Tenant for Tenant’s obligations hereunder with respect repairs or restoration, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Materials Clearances, all Alterations and other improvements installed by Tenant or by Landlord and paid for by Tenant (except to the Restoration Work are extent covered by insurance required to be maintained by Landlord pursuant to Section 17, in which case such improvements shall be included as part of Landlord’s restoration, subject to Tenant’s receipt the terms of Insurance Proceeds therefor this Section 18). Promptly upon the substantial completion of such Alterations and payment by other improvements, Tenant shall reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord of any shortfall amount. Within fifteen (15) days following its receipt or Tenant may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord delivers notice to Tenant of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained in this Lease, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant if insurance proceeds are not available for such restoration, provided that such unavailability of insurance proceeds is not the result of Landlord’s failure to this maintain the insurance policies required to be maintained by Landlord under Section 11 17. Rent shall be exercisable abated from the date all required Hazardous Materials Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that Tenant timely notifies Landlord that it elects no Hazardous Materials Clearances are required to terminate this Lease in accordance be obtained with respect to such fire or other casualty, the terms rent abatement shall commence as of this Section 11the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: License Agreement (Sigilon Therapeutics, Inc.), License Agreement (Sigilon Therapeutics, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund if longer, the shortfall. Any right Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Notwithstanding the foregoing, if a portion of the Project, not including the Building, is damaged, Landlord may not terminate this Lease on the last day basis that the Restoration Period will exceed the Maximum Restoration Period if Landlord elects to merely repair the damage rather than redevelop or improve the Project as a whole, and Landlord actually commences construction of the month immediately following repair of such damage. The Restoration Period and the month in which Tenant delivered such notice to LandlordMaximum Restoration Period shall not be extended by Force Majeure. In the event that Tenant timely notifies Landlord that it elects the Lease terminates pursuant to terminate this Lease in accordance with the terms provisions of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion 18 as a result of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)an earthquake, Tenant shall not be entitled required to pay any abatement or other reduction deductibles as part of Rent Operating Expenses in connection with such event earthquake. Tenant may, at Tenant’s option, promptly re-enter the Premises and commence doing business in accordance with this Lease upon Landlord’s completion of all repairs or restoration required to be done by Landlord with pursuant to this Section 18; provided, however, that Tenant shall nonetheless (and even if Tenant does not re-enter the Premises) continue to be responsible for all of its obligations under this Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period during which of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (BioCardia, Inc.), Lease Agreement (BioCardia, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant, subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration but only if there are subject insufficient insurance proceeds available to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt to complete the repair or restoration of the Project, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Work NoticePeriod or, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund if longer, the shortfall. Any right Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which Tenant delivered later of: (i) discovery of such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11damage or destruction, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to ii) the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsall required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to the extent not received any Rent payable by Tenant prior to such date election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of termination)insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding any other provision of the foregoing, either party may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the contrary (but subject to total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as .provided in this Section 18, Tenant waives any right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Ambrx Biopharma Inc.), Lease Agreement (Ambrx Biopharma Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided however that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly reenter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery business. Such abatement shall be the sole remedy of such noticeTenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Twist Bioscience Corp), Lease Agreement (Twist Bioscience Corp)
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore return the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver Leased Premises to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease in good and sanitary order, condition and repair, free of rubble and debris, broom clean, reasonable wear and tear excepted. However, Tenant shall ascertain from Landlord at least thirty (30) days prior to the termination of this Lease., whether Landlord desires the Leased Premises, or any part thereof, restored to its condition prior to the making of any alterations, installations and improvements (whether or not permitted hereunder), and if Landlord shall so desire, then Tenant shall forthwith restore said Leased Premises or the designated portions thereof as the case may be, to its original condition, entirely at its own expense, excepting normal wear and tear. All damage to the Leased Premises caused by the removal of such trade fixtures and other personal property that Tenant is permitted to remove under the terms of this Lease and/or such restoration shall be repaired by Tenant at its sole cost and expense prior to termination. Notwithstanding the foregoing, Tenant shall be required to remove all telephone, data and network communication wires, cables and lines (collectively, "Wires") in the Leased Premises or anywhere in the Building, including the conduits and risers of the Building, by the expiration or sooner termination of the Term of this Lease, unless such work is not required under applicable Law and provided that Tenant complies with all applicable Laws with respect to leaving the Wires in place, including, without limitation, identifying and labeling all Wires for future use, and in any event providing Landlord with a written description of the Wires accompanied by a plan showing the current type, quantity, points of commencement and termination, and routes of the Wires to allow Landlord to determine if Landlord desires to retain same or to discard the same. ARTICLE13 PROPERTY INSURANCE
Appears in 2 contracts
Samples: Office Lease (Kronos Bio, Inc.), Office Lease (Kronos Bio, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Premises is damaged or destruction of the Improvements destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans Premises (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following Period is estimated to exceed 12 months after the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds discovery of Tenant’s Property Policy the damage (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged and agreed that all Landlord shall, subject to receipt of Tenant’s obligations hereunder sufficient insurance proceeds (with respect any deductible to be treated as a current Operating Expense except to the Restoration Work are extent the cost thereof is excluded from Operating Expenses pursuant to Section 5 hereof), promptly restore the Premises (including the Tenant Improvements but excluding any improvements or Alterations installed by Tenant or by Landlord and paid for by Tenant), subject to Tenant’s receipt delays arising from the collection of Insurance Proceeds therefor and payment by Landlord insurance proceeds, from Force Majeure events or as needed for Tenant to obtain any license, clearance or other authorization of any shortfall amount. Within fifteen kind required by Legal Requirements to be obtained by Tenant for Landlord to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (15as defined in Section 30) days following its receipt in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, Tenant may by written notice to Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure delivered within 5 business days of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant delivered prior to such notice to Landlordelection by Landlord or Tenant. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with terminates pursuant to the terms provisions of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion 18 as a result of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)an earthquake, Tenant shall not be entitled required to pay any abatement or other reduction deductibles applicable thereto as part of Rent in connection with such event or Operating Expenses. Notwithstanding anything to the period during which Tenant or any occupants contrary contained herein, if the Novartis Lease terminates pursuant to the provisions of Section 18 of the Property Novartis Lease then this Lease shall terminate concurrently with the termination of the Novartis Lease. If this Lease is not terminated by Landlord or Tenant pursuant to the immediately preceding paragraph, Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord; provided, however, that Tenant shall nonetheless (and even if Tenant does not re-enter the Premises) continue to be responsible for all of its obligations under the Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are unable damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 3 months to utilize repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the Property for their intended usesdate all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. In the event that no Hazardous Material Clearances are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (NantKwest, Inc.), Lease Agreement (Conkwest, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 30 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is reasonably estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 45 days after the date of delivery discovery of the Damage Notice to such damage or destruction. If Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete in such Restoration Work (a “Cost Estimate”)notice, which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, does not elect to terminate this Lease, it being expressly acknowledged and agreed that all the restoration will exceed the Maximum Restoration period, Tenant may terminate this Lease by providing Landlord with notice of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety within five (905) days following the date Business Days of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsnotice. Unless Landlord or Tenant, as the case may be, so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the extent Premises (including Landlord’s Work and Tenant’s Work, but excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not received substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such date election by Landlord. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of termination)insurance proceeds, from Force Majeure (as defined in Section 30.20) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding any other provision of the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than two months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the contrary (but subject to total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section, Tenant waives any right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease (Bluebird Bio, Inc.), Lease Agreement (Bluebird Bio, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice to Landlord, Tenant shall deliver to such damage or destruction. Unless Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work NoticePeriod, Landlord shall notify Tenant may, in writing whether its sole and absolute discretion, elect not to proceed with such repair and restoration, in which event Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not relieved of its obligation to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which Tenant delivered later of: (i) discovery of such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11damage or destruction, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to ii) the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsall required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to the extent not received any Rent payable by Tenant prior to such date election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of termination)insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding any other provision of the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the contrary (but subject to total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s 's business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Stem Cell Assurance, Inc.), Lease Agreement (Stem Cell Assurance, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice to Landlord, Tenant shall deliver to such damage or destruction. Unless Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds or from Force Majeure events; provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt proceed with such repair and restoration, in which event Landlord shall be relieved of Insurance Proceeds therefor its obligation to make such repairs or restoration and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt this Lease shall terminate as of the Restoration Work Noticedate that is 75 days after the discovery of such damage or destruction, but Landlord shall notify retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds or from Force Majeure (as defined in Section 34) events, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following abated from the date of discovery of the Casualty; following damage or destruction, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable, in Tenant’s delivery commercially reasonable judgment, for the temporary conduct of such noticeTenant’s business. Such abatement shall be the sole remedy of Tenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminates the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Adaptive Insights Inc), Lease Agreement (Adaptive Insights Inc)
Restoration. (i) In the case of any damage event that the Company has determined to rebuild, repair or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected all or a portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such CasualtyProject, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first upon delivery to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold MortgageDepositary of an Officer’s Certificate, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event delivered no later than thirty (30) days after following the date relevant Event of delivery Loss, certifying that all or a portion, as applicable, of the Damage Notice Project will be rebuilt, repaired or restored on a commercially reasonable basis and the Net Available Amount of the Loss Proceeds, together with any other amounts available to Landlordthe Company for such rebuilding, Tenant repair or restoration are sufficient to permit such rebuilding, repair or restoration, the Depositary shall transfer the Net Available Amount of such Loss Proceeds to the Restoration Sub-Account. Amounts held in the Restoration Sub-Account shall be applied solely for the payment of the costs of rebuilding, restoration or repair of the Project as set forth below or as otherwise contemplated herein; provided that the approval of Ormat shall be required for any transfer to the Restoration Sub-Account if the aggregate amount requested to be transferred to the Restoration Sub-Account together with any other amounts transferred to the Restoration Sub-Account in any consecutive twelve (12) month period with respect to any Event of Loss exceeds the Loss Limit Amount. If the amount deposited in the Restoration Sub-Account with respect to any Event of Loss exceeds the Loss Limit Amount per Event of Loss, the Company shall deliver to Landlord the Depositary and Ormat (x) a written notice restoration budget (a as amended, modified or supplemented from time to time, the “Restoration Work NoticeBudget”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant Company and subject to perform the Redevelopment Work or another developer approval of Ormat (acting in its reasonable discretion), identifying all categories and approximate amounts reasonably acceptable anticipated to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant be incurred in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contraryrebuilding, if restoration or repair, together with a substantial portion statement of the Property is damaged and the amount uses of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt proceeds of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding Sub-Account and any other provision of this Lease monies necessary to complete the contrary rebuilding, restoration or repair and (but subject y) a restoration progress payment schedule (as amended, modified or supplemented from time to Tenant’s right time, the “Restoration Progress Payment Schedule”) determined by the Company for the projected requisitions to terminate this Lease pursuant be made from the Restoration Sub-Account. The Depositary shall have no obligation to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event review the Restoration Budget or the period during which Tenant or any occupants Restoration Progress Payment Schedule, but shall hold such documents for the benefit of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseOrmat.
Appears in 2 contracts
Samples: Accounts Agreement (Ormat Technologies, Inc.), Accounts Agreement (Ormat Technologies, Inc.)
Restoration. In Subject to the case terms of any damage Section 7.1, if neither Landlord nor Tenant elects to or destruction of the Improvements by Casualtyterminate this Lease, Tenant then this Lease shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect continue in its sole discretion) to substantially the same condition they were in prior to such Casualty, orforce and, if such affected portion taking or damage is of or to the Premises, a just proportion of the Rent reserved, according to the nature and extent of the damages sustained by the Premises, shall be suspended or abated until the Premises, or what may remain thereof, shall be put by Landlord in proper condition for use, which Landlord covenants to do with reasonable diligence (subject to Redevelopment, then delays which result from any cause beyond the reasonable control of Landlord) to proceed with the development or redevelopment thereof to complete extent permitted by the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws or ordinances then in existence. Should the “Insurance Proceeds”) shall net proceeds of insurance recovered or damages awarded be applied first insufficient to cover the Restoration Work and then as provided cost of restoring the Premises, in any Leasehold Mortgage and if there is no Leasehold Mortgagethe reasonable estimate of the Landlord, paid to Tenant. Except as set forth below in this Section 11(b)the Landlord may, Landlord but shall have no interest in any Insurance Proceeds obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or policies the Landlord may terminate the Lease by giving notice to the Tenant not later than a reasonable time after the Landlord has determined the estimated net proceeds of insurance maintained by Tenant at recovered or which pertain in whole damages awarded and the estimated cost of such restoration. In case of damage or in part to the Property. Tenant shall bedestruction, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of a risk which is not covered by the CasualtyLandlord’s insurance, thenthe Landlord shall likewise be obligated to rebuild the Premises, all as soon as reasonably practicable following aforesaid, unless the CasualtyLandlord, but within a reasonable time after the occurrence of such event, gives written notice to the Tenant of the Landlord’s election to terminate this Lease. “Net proceeds of insurance recovered or damages awarded” refers to the gross amount of such insurance or damages actually received by Landlord less the reasonable expenses of Landlord incurred in any event no later than connection with the collection of the same, including without limitation, fees and expenses for legal and appraisal services. If Landlord’s restoration work has not been substantially completed within twelve (12) months after the taking or damage, then Tenant shall have the right to terminate this Lease by giving Landlord written notice of its election to do so within thirty (30) days after the end of such twelve (12) month period, and if Tenant timely gives such notice, this Lease shall terminate on the date which is thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery giving of such notice, unless Landlord’s restoration work is substantially completed within such thirty (30) day period, in which event such termination notice shall be null and void and this Lease shall terminate on the last day of the month immediately following the month continue in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasefull force and effect.
Appears in 2 contracts
Samples: Commencement Date Agreement (Tokai Pharmaceuticals Inc), Sublease (Tokai Pharmaceuticals Inc)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 10 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following abated from the date all required Hazardous Material Clearances, if applicable, are obtained or, if not applicable, the date of discovery of such damage or destruction, until the Casualty; following Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable to Tenant, in Tenant’s delivery sole but reasonable discretion, for the temporary conduct of such noticeTenant’s business. Such abatement shall be the sole remedy of Tenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. Net Multi-Tenant Laboratory 00000 X. Xxxxxx Pines/Ligand - Page 16 The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Ligand Pharmaceuticals Inc)
Restoration. In the case CSIdentity will receive WalletLock cases via “warm” handoffs or tickets from Reseller. • CSIdentity will contact each Subscriber within [****] of any damage notification. • Specially-trained agents will work with each Subscriber who is a victim of identity theft on an individual basis until his or her identity is restored to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or original status prior to the date identity theft event. • This will include providing various forms and tools, phone consultations and, if requested, obtaining limited power of attorney to resolve the issues on which this Lease so terminates (or within ten (10) days following Tenantthe Subscriber’s receipt of such Insurance Proceedsbehalf. Exhibit A NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, to the extent not received by Tenant prior to such date of termination)AND HAVE BEEN OMITTED FROM THIS EXHIBIT. Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)COMPLETE, Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usesUNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseExhibit B CSID Subscription Agreement PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. YOUR USE OF THIS SERVICE MEANS THAT YOU HAVE ACCEPTED THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, PLEASE TERMINATE THE SERVICE AND CONTACT US FOR A COMPLETE REFUND OF THE APPLICABLE FEES. THE INFORMATION PROVIDED ON THIS WEB SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE INFORMATION IS PROVIDED WITH NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS WEB SITE AND SPECIFICALLY DISCLAIM ANY DUTY OR OBLIGATION TO UPDATE INFORMATION ON THIS WEB SITE. WE ALSO RESERVE THE RIGHT TO PERIODICALLY UPDATE THE INFORMATION ON THIS WEB SITE INCLUDING, WITHOUT LIMITATION, THESE TERMS OF USE WITHOUT NOTICE. THE USE OF THIS WEB SITE IS AT THE USER’S OWN RISK AND ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES INCLUDING DAMAGES FOR VIRUSES IS EXPRESSLY DISCLAIMED.
Appears in 2 contracts
Samples: Reseller Agreement (Lifelock, Inc.), Reseller Agreement (Lifelock, Inc.)
Restoration. In If at any time during the case of any damage to Lease Term the Premises are damaged by a fire or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticecasualty, Landlord shall notify Tenant in writing whether within 60 days after such damage as to the amount of time Landlord agrees reasonably estimates it will take to fund such shortfall; any failure of restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right or Tenant may elect to terminate this Lease pursuant upon notice to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord the other party given no later than ninety (90) 30 days following the date of the Casualty; following Tenant’s delivery of such after Landlord's notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it If neither party elects to terminate this Lease or if Landlord estimates that restoration will xxxx 0 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the terms foregoing, either party may terminate this Lease if the Premises are damaged during the last year of this Section 11, then, notwithstanding anything contained in this Section the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Tenant shall pay to Landlord with respect to any damage to the contraryPremises the amount of the commercially reasonable deductible under Landlord's insurance policy (currently $10,000) within 10 days after presentment of Landlord's invoice. If the damage involves the premises of other tenants, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with shall pay the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds deductible that relate the cost of the restoration of the Premises bears to the personal property total cost of restoration, as determined by Landlord. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsand except as provided herein, to the extent not received by Tenant prior to such date of termination). Notwithstanding waives any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasecasualty loss.
Appears in 2 contracts
Samples: Lease Agreement (Channell Commercial Corp), Lease Agreement (Onsale Inc)
Restoration. In If a casualty causes damage to the case Premises but this Lease is not terminated for any reason, then subject to the rights of any damage to mortgagees or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b)ground lessors, Landlord shall have no interest in any Insurance Proceeds or policies of obtain the applicable insurance maintained proceeds and diligently restore the Premises to substantially their prior condition, except for modifications required by Tenant at or which pertain in whole or in part to the Property. Tenant shall bethen applicable Governmental Requirements; provided, and any Leasehold Mortgage shall provide that Tenant ishowever, entitled to settle all insurance and other related claimsthat, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following notice to Tenant from Landlord (whether or not this Lease is terminated pursuant to Section 9.1 above), Tenant shall irrevocably and unconditionally assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s receipt 's insurance required under Section 8.3(b) above which pertain to the repair and restoration of the leasehold improvements in the Premises, including any leasehold improvements performed by or on behalf of Tenant pursuant to Section 5 above; and provided further, that if the cost of repair and restoration by Landlord of the leasehold improvements in the Premises exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the cost of such Insurance Proceedsrepair and restoration shall be promptly paid by Tenant to Landlord, but in any event prior to Landlord's commencement of repair of the damage. Notwithstanding the foregoing, Landlord shall have no obligation with respect to, and if Landlord elects or is required to perform any restoration hereunder, Tenant shall be responsible for and shall, repair and replace at its sole cost all of Tenant's equipment, furniture, trade fixtures and other personal property in the Premises, including, without limitation, any telecommunications wires, cables and related devices located in or serving the Premises. Rent shall be abated on a per diem basis during the restoration for any portion of the Premises which is untenantable, except to the extent that (a) the casualty was caused by the gross negligence or intentional misconduct of Tenant, its agents, employees, contractors, subtenants or assignees, (b) Landlord is delayed in completing the repair or restoration as a result of any act, omission, neglect or failure of Tenant or any of Tenant's agents, employees, contractors or subcontractors or (c) provided the same does not received by Tenant prior result from Landlord's breach of its obligations under Section 8.5 above, Landlord does not receive insurance proceeds sufficient to cover the rent interruption during such date of termination)period. Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement compensation or other reduction damages from Landlord for loss of Rent in connection with such event or the period during which Tenant use of the Premises, damage to Tenant's personal property and trade fixtures or any occupants inconvenience occasioned by such damage, repair or restoration. Tenant hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the Property are unable to utilize California Civil Code, and the Property for their intended uses. The terms provisions of this Section 11 shall survive the expiration or earlier termination of this Leaseany similar law hereinafter enacted.
Appears in 2 contracts
Samples: Lease (Trimble Navigation LTD /Ca/), Lease (Trimble Navigation LTD /Ca/)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of notice from Landlord estimating a written notice (a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged and agreed that all Landlord shall, subject to receipt of Tenant’s obligations hereunder sufficient insurance proceeds (with respect any deductible to be treated as an Operating Expense subject to the Restoration Work are provisions of Section 5), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to Tenant’s receipt delays arising from the collection of Insurance Proceeds therefor and payment by Landlord insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any shortfall amount. Within fifteen kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (15as defined in Section 30) days following its receipt in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, Landlord shall notify may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in writing whether which event Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Notwithstanding the foregoing, if a portion of the Project not including the Premises is damaged, Landlord may not terminate this Lease on the basis that the Restoration Period will exceed the Maximum Restoration Period if Landlord elects to fund merely repair the shortfalldamage rather than redevelop or improve the Project as a whole, and Landlord actually commences construction of the repair of such damage. Any The Restoration Period and the Maximum Restoration Period shall not be extended by Force Majeure. In the event that the Lease terminates pursuant to the provisions of this Section 18 as a result of an earthquake, Tenant shall not be required to pay any deductibles as part of Operating Expenses in connection with such earthquake. Tenant may, at Tenant’s option, re-enter the Premises and commence doing business in accordance with this Lease upon Landlord’s completion of all repairs or restoration required to be done, by Landlord with pursuant to this Section 18; provided, however, that Tenant shall nonetheless (and even if Tenant does not re-enter the Premises) continue to be responsible for all of its obligations under this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space in the Project during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Allakos Inc.), Lease Agreement (Allakos Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elect to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund if longer, the shortfall. Any right Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which Tenant delivered later of: (i) discovery of such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11damage or destruction, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to ii) the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsall required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to the extent not received any Rent payable by Tenant prior to such date election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of termination)insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding any other provision of the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the contrary (but subject to total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Sublease Agreement (Poniard Pharmaceuticals, Inc.), Lease Agreement (Poniard Pharmaceuticals, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 45 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 60 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 60 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, any repairs or restoration Tenant wishes to have performed that are not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable (as reasonably determined by Tenant) for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on business for the last day of the month immediately following the month in which Tenant delivered such notice to LandlordPermitted Use. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Tricida, Inc.), Lease Agreement (Tricida, Inc.)
Restoration. In the case of any damage If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualtyother matters beyond Landlord’s reasonable control, restore the affected portion of Premises and Common Areas, subject to the Improvements (or construct such replacement Improvements as Tenant following provisions. Such restoration shall elect in its sole discretion) be to substantially the same condition they were in that existed prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, thenexcept for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Notwithstanding Section 13.04, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to upon notice from Landlord, Tenant shall deliver assign or endorse over to Landlord a written notice (a “Restoration Work Notice”or to any party designated by Landlord) containing (i) a description of all property insurance proceeds payable to Tenant under Tenant’s insurance with respect to any Leasehold Improvements; provided if the Restoration Work to be performed and an estimate of the reasonable estimated cost to complete repair such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate Leasehold Improvements exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if insurance proceeds received by Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of from Tenant’s obligations hereunder with respect insurance carrier, the excess cost of such repairs shall be paid by Tenant to the Restoration Work are subject Landlord prior to TenantLandlord’s receipt commencement of Insurance Proceeds therefor and payment by Landlord of any shortfall amountrepairs. Within fifteen (15) days following its receipt after demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the Restoration Work Noticerepairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether from Landlord’s insurance proceeds or proceeds from Tenant. Landlord shall notify Tenant not be liable for any inconvenience to Tenant, or injury to Xxxxxx’s business resulting in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund way from the shortfallCasualty or the repair thereof. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event Provided that Tenant timely notifies Landlord is not in Default, during any period of time that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received all or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any a material portion of the Insurance Proceeds Premises is rendered untenantable as a result of a Casualty, the Rent shall xxxxx for the portion of the Premises that relate is untenantable and not used by Tenant. Notwithstanding the foregoing, Landlord may, at its election, require Tenant to perform the personal property of Tenant)restoration work for the Leasehold Improvements, in which event Tenant shall be paid responsible for performing the restoration work (including any revisions thereto that Tenant may wish to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsmake, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this plans approved by Landlord under Section 11), Tenant 8) and the rent abatement period under the preceding sentence shall not be entitled to any abatement or other reduction of Rent in connection with such event or exceed the period during which Tenant or any occupants of time required to diligently perform the restoration of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseexisting Leasehold Improvements.
Appears in 2 contracts
Samples: Office Lease Agreement (Klaviyo, Inc.), Office Lease Agreement (Klaviyo, Inc.)
Restoration. In If the case Property or the Premises, or any ----------- part thereof, other than improvements and buildings on Expansion Areas, is damaged by fire or other casualty during the term of any this Lease, and this Lease is not terminated pursuant to section 11.2 hereof, Landlord shall ------------ repair such damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, and restore the affected portion of Property and the Improvements (or construct such replacement Improvements as Tenant shall elect Premises expeditiously to the extent commercially reasonable, subject to force majeure, in its sole discretion) accordance with all laws and to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of Premises existed before the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery occurrence of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received fire or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property other casualty (excluding any portion improvements made by or on behalf of the Insurance Proceeds that relate Tenant which shall be restored by Tenant) and this Lease shall, subject to the this section 11.1, remain in full force and effect. Landlord shall not be ------------ obligated to repair any damage to, or to make any replacement of, any movable furniture, equipment, trade fixtures or personal property of Tenant), shall be paid to Landlord on or prior to in the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination)Premises. Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any reduction or abatement in rent. Landlord and Tenant shall reasonably cooperate with each other to mitigate any material interference with their respective operations on the Property through temporary relocations if reasonably practical, or other reduction measures designed to mitigate the adverse effect of Rent in connection with such event casualty event. If any improvements or buildings located on the period Expansion Area are damaged by fire or other casualty during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination term of this Lease, Tenant shall as soon as practicable, render such Expansion Area safe and shall promptly repair such damage and restore the Expansion Area and all buildings and improvements thereon to substantially the same condition as existed before the occurrence of such fire or other casualty or, Tenant may elect to terminate the Lease with respect to such Expansion Area and release in writing any and all rights it may have in and to the Expansion Area including without limitation, any rights under section 7.5 hereof in which ----------- event Tenant shall raze the buildings and other improvements thereon, clean all debris, render the site safe and sightly, provide documentation reasonably required by Landlord that the Expansion Area is in compliance with all laws and, to the extent reasonably practicable, restore any prior landscaping, sod, parking areas, drives or other improvements which existed prior to Tenant's construction.
Appears in 2 contracts
Samples: Campus Lease (Monsanto Co /New/), Campus Lease (Monsanto Co /New/)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible (which may be amortized as provided in Section 5) to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Net Multi-Tenant Laboratory 6225 Nxxxx Xxxxx/Cue - Page 17 Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, any repairs or restoration Tenant wishes to have performed that are not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Cue Health Inc.), Lease Agreement (Cue Health Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 30 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is reasonably estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days 45 after the date of delivery discovery of such damage or destruction. Notwithstanding Landlord’s election restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within Business Days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (including Landlord’s Work and Tenant’s Work, but excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, release, disposal, removal or remediation of Hazardous Materials in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description Premises is not substantially complete as of the end of the Restoration Work to be performed and an estimate of Period or, if longer, the reasonable cost to complete such Restoration Work (a “Cost Estimate”)Period, which such description and Cost Estimate shall be prepared Tenant may elect, by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable written notice to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, in which event Landlord shall notify Tenant in writing whether Landlord agrees be relieved of its obligation to fund make such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which Tenant delivered later of: (i) discovery of such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11damage or destruction, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to ii) the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsall required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to the extent not received any Rent payable by Tenant prior to such election by Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 30.20) events or to obtain Hazardous Material Clearances, all repairs or restoration deemed necessary by Tenant in accordance with its then current operations and not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Rent shall be abated from the date of termination). Notwithstanding any other provision such casualty until the Premises are repaired and restored, in the proportion which the area of this Lease the Premises, if any, which is not usable by Tenant bears to the contrary (but subject to total area of the Premises. Such abatement shall be the sole remedy of Tenant’s , and except as provided in this Section, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. Notwithstanding the foregoing, either party may terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or if the period Premises are damaged during which Tenant or any occupants the last year of the Property Term and Landlord reasonably estimates that it will take more than two months to repair such damage, or if insurance proceeds are unable to utilize the Property not available for their intended usessuch restoration. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Foundation Medicine, Inc.), Lease Agreement (Foundation Medicine, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord and Tenant shall be relieved of their respective obligations hereunder with respect to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. If this Lease has not been terminated pursuant to this Section 18, and, prior to the Maximum Restoration Work are subject Period, Landlord determines that sufficient insurance proceeds will not be available for the repair or restoration required to the Premises or the Project and Landlord elects to terminate the Lease, Landlord shall deliver written notice to Tenant of such insufficiency promptly after Landlord becomes aware of such insufficiency and this Lease shall terminate 30 days after Tenant’s receipt of Insurance Proceeds therefor and payment Landlord’s notice. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord of any shortfall amountwithin the Premises and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Within fifteen (15) days following its receipt Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work Notice, Period. Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Gossamer Bio, Inc.), Lease Agreement (Gossamer Bio, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements Premises, as applicable (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “"Restoration Work”Period"). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to If the Restoration Work and then as provided in any Leasehold Mortgage and if there Period is no Leasehold Mortgage, paid estimated to Tenant. Except as set forth below in this Section 11(bexceed 280 days ("Maximum Restoration Period"), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord's election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as "Hazardous Materials Clearances"); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may terminate this Lease by notice to Landlord of given any shortfall amount. Within fifteen (15) days following its receipt time after the expiration of the Restoration Work NoticePeriod (but before the substantial completion of the repair or restoration of the Premises), in either of which events Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re˗enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, Landlord or Tenant may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant's business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease pursuant to by reason of damage or casualty loss. The provisions of this Lease, including this Section 11 shall be exercisable by 18, constitute an express agreement between Landlord and Tenant by delivering written notice thereof with respect to Landlord no later than ninety (90) days following the date any and all damage to, or destruction of, all or any part of the Casualty; following Tenant’s delivery of such noticePremises, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, or any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Opgen Inc), Lease Agreement (Opgen Inc)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (RayzeBio, Inc.), Lease Agreement (RayzeBio, Inc.)
Restoration. In If at any time during the case Lease Term the Premises are damaged by a fire or other casualty covered by insurance carried by Landlord, Landlord shall notify Tenant within 60 days after such damage as to the amount of any time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed 12 months from the casualty date or if Landlord is unable to obtain the necessary permits for restoration within 6 months from the casualty date (a “Premises Total Destruction”), either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30 days after Landlord's notice; provided, however, if the damage to or destruction of was caused by the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (gross negligence or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds willful misconduct of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have the right to recover Landlord's damages from Tenant, except as provided in Section 8.C., and Tenant shall have no interest in any Insurance Proceeds right to terminate this Lease. If neither party elects to terminate this Lease or policies if Landlord estimates that restoration will take 12 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall diligently pursue the necessary permits and promptly restore the Premises excluding Trade Fixtures and the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance maintained by proceeds or from Force Majeure events (as defined in Section 47). Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or which pertain in whole from Force Majeure events, all repairs or in part restoration not required to be done by Landlord and shall promptly re-enter the Property. Tenant shall be, Premises and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds commence doing business in accordance with this Lease. Notwithstanding the terms hereof. Ifforegoing, as indicated in either party may terminate this Lease if the Damage Notice, a substantial portion Premises are damaged during the last 6 months of the Property is damaged as a result of Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Notwithstanding the Casualtyforegoing, thenif Tenant at that time has an exercisable option to extend this Lease, as soon as reasonably practicable following then Tenant may preserve this Lease by exercising such option and providing Landlord with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the Casualty, but in any event no later than thirty (30) repairs within 10 days after Tenant's receipt of Landlord's written notice purporting to terminate this Lease. Base Rent and Operating Expenses shall be abated for the period of repair and restoration of an insured casualty commencing on the date of delivery such casualty event in the proportion which the area of the Damage Notice Premises, if any, which is not usable by Tenant bears to Landlordthe total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant shall deliver waives any right to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description terminate the Lease by reason of the Restoration Work to be performed damage or casualty loss, including without limitation those available under California Civil Code Sections 1932 and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”1933(4), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 the Lease to the contrary, if a substantial portion of to the Property extent the damage to the Project is damaged and attributable to Tenant, Tenant shall pay to Landlord with respect to any damage to the Project the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenantcommercially reasonable deductible under Landlord's insurance policy, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) exceed $10,000.00, within 30 days following the date after presentment of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease's invoice.
Appears in 2 contracts
Samples: Lease Agreement (iPower Inc.), Lease Agreement (iPower Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense subject to the terms of Section 5 above), promptly restore the Premises (including the Tenant Improvements, but excluding any other improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all of required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Promptly following the date that Landlord makes the Premises available to Tenant for Tenant’s obligations hereunder with respect repairs and restoration, Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, shall make all repairs or restoration to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment improvements in the Premises installed by Tenant or by Landlord of any shortfall amountpaid for by Tenant. Within fifteen (15) days following its receipt Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), by reason of damage or casualty loss. 739171641.8 Net Multi-Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. Laboratory 825 Industrial/Suites 100A & 200B/Codexis - Page 19 The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Vaxcyte, Inc.), Lease Agreement (Codexis, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Building or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Building or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed ***Confidential Treatment Requested*** ***Text Omitted and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection Filed Separately with the CasualtySecurities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are Unless Landlord or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant except to the extent to which Landlord receives insurance proceeds for the restoration of improvements from the insurance required to be maintained under Section 17), in which case such improvements shall be included as part of Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period, or if longer, the Restoration Period, elect to terminate this Lease, in either of which events Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all of required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, following the date that Landlord makes the Premises available to Tenant for Tenant’s obligations hereunder with respect repairs or restoration, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Materials Clearances, all Alterations and other improvements installed by Tenant or by Landlord and paid for by Tenant (except to the Restoration Work are extent covered by insurance required to be maintained by Landlord pursuant to Section 17, in which case such Improvements shall be included as part of Landlord’s restoration, subject to Tenant’s receipt the terms of Insurance Proceeds therefor this Section 18). Promptly upon the substantial completion of such Alterations and payment by other improvements, Tenant shall reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord of any shortfall amount. Within fifteen (15) days following its receipt or Tenant may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord delivers notice to Tenant of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained in this Lease, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant if insurance proceeds are not available for such restoration, provided that such unavailability of insurance proceeds is not the result of Landlord’s failure to this maintain the insurance policies required to be maintained by Landlord under Section 11 17. Rent shall be exercisable abated from the date all required Hazardous Materials Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that Tenant timely notifies Landlord that it elects no Hazardous Materials Clearances are required to terminate this Lease in accordance be obtained with respect to such fire or other casualty, the terms rent abatement shall commence as of this Section 11the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Building, Property or Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Building, to Property or Project, the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination)matters. Notwithstanding any other provision of this Lease to ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
Appears in 2 contracts
Samples: Lease Agreement (Rubius Therapeutics, Inc.), Lease Agreement (Rubius Therapeutics, Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements Premises, as applicable (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration WorkPeriod”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to If the Restoration Work and then as provided in any Leasehold Mortgage and if there Period is no Leasehold Mortgage, paid estimated to Tenant. Except as set forth below in this Section 11(bexceed 12 months (“Maximum Restoration Period”), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion but only if the failure to substantially complete such repair or restoration by such date is due to matters not within Landlord’s control, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Tenant or Landlord may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it being expressly acknowledged will take more than 3 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and agreed restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that all is suitable for the temporary conduct of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amountbusiness. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice Such abatement shall be deemed an election by Landlord not to fund the shortfall. Any sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease pursuant to by reason of damage or casualty loss. The provisions of this Lease, including this Section 11 shall be exercisable by 18, constitute an express agreement between Landlord and Tenant by delivering written notice thereof with respect to Landlord no later than ninety (90) days following the date any and all damage to, or destruction of, all or any part of the Casualty; following Tenant’s delivery of such noticePremises, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, or any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Glycomimetics Inc), Lease Agreement (Glycomimetics Inc)
Restoration. In the case of any damage If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualtyother matters beyond Landlord’s reasonable control, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant Premises and Common Areas. Such restoration shall elect in its sole discretion) be to substantially the same condition they were in that existed prior to such the Casualty, orexcept for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such affected portion is subject to RedevelopmentLeasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such Leasehold Improvements, provided that Tenant shall have the reasonable opportunity to reduce the scope of the Leasehold Improvements to reduce or eliminate the payment of such excess costs. In no event shall Landlord be commenced promptly following required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether insurance proceeds under Landlord’s insurance or insurance proceeds or other amounts received from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respectsor the repair thereof. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide Provided that Tenant isis not in Default, entitled to settle during any period of time that all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, or a substantial material portion of the Property Premises is damaged rendered untenantable as a result of the a Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after Rent shall xxxxx for the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property Premises that is damaged untenantable and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to not used by Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Jaguar Health, Inc.)
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant Borrower shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretioncause Mortgage Borrower to) deliver to substantially the same condition they were in prior to such CasualtyLender all reports, orplans, if such affected portion is subject to Redevelopmentspecifications, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance documents and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds materials that are or will become available delivered to Tenant in connection with Mortgage Lender under the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall Mortgage Loan Agreement in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amountIndividual Property after a Casualty or Condemnation. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord Borrower shall notify Tenant in writing whether Landlord agrees cause Mortgage Borrower to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance comply with the terms and conditions of this Section 11the Mortgage Loan Documents relating to Restoration, thenshall cause Mezzanine A Borrower to comply with the terms and conditions of the Mezzanine A Loan Documents relating to such Restoration and shall cause Mezzanine B Borrower to comply with the terms and conditions of the Mezzanine B Loan Documents relating to such Restoration, notwithstanding as applicable. Notwithstanding anything to the contrary contained in this Section to the contraryAgreement, if at any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding time and for any portion reason each of the Insurance Proceeds that relate Mortgage Loan Restoration Provisions, the Mezzanine A Loan Restoration Provisions and the Mezzanine B Loan Restoration Provisions cease to exist or are waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such provisions, the personal property of Tenant“Waived Restoration Provisions”), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior permitted to such date of termination). Notwithstanding any other provision of this Lease do so pursuant to the contrary Mortgage Loan Documents, the Mezzanine A Loan Documents and the Mezzanine B Loan Documents (but subject to Tenant’s right to terminate this Lease pursuant in each case, if applicable), Borrower shall promptly (i) notify Lender of the same, (ii) execute any amendments to this Section 11)Agreement and/or the Loan Documents implementing the Waived Restoration Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause Mortgage Borrower, Tenant Mezzanine A Borrower and Mezzanine B Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause Mortgage Borrower, Mezzanine A Borrower or Mezzanine B Borrower, as applicable, to remit to Lender) any Net Proceeds related to the Waived Restoration Provisions to the extent not required to be entitled paid to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseMortgage Lender.
Appears in 2 contracts
Samples: Mezzanine C Loan Agreement (NorthStar Healthcare Income, Inc.), Mezzanine C Loan Agreement (Northstar Realty Finance Corp.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days 75 day§ after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of Landlord’s delivery of a notice estimating a Restoration Period longer than the Damage Notice to Landlord, Maximum Restoration Period. Unless either Landlord or Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively 000 Xxxxxx, Xxxxxxxxx, MA/TCR2 Therapeutics Inc. - Page 24 referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may, by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund or if longer, the shortfall. Any right Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last day 1 year of the month immediately following Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the month date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant delivered such notice bears to Landlordthe total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. In the event that no Hazardous Materials Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, such rent abatement shall commence as of this Section 11the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18. Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: License Agreement (Tcr2 Therapeutics Inc.), License Agreement (Tcr2 Therapeutics Inc.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 5 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund if longer, the shortfall. Any right Restoration Period, elect to terminate this Lease pursuant to this Section 11 Lease, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant delivered prior to such notice to Landlordelection by Landlord or Tenant. In the event that If neither Tenant timely notifies nor Landlord that it elects to terminate this Lease as provided above, Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the terms foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of this Section 11the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, thenor if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, notwithstanding anything contained in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 2 contracts
Samples: Lease Agreement (Immune Design Corp.), Lease Agreement (Immune Design Corp.)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 45 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 60 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 60 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, any repairs or restoration Tenant wishes to have performed that are not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with respect this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the Restoration Work other if the Premises are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable (as reasonably determined by Tenant) for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on business for the last day of the month immediately following the month in which Tenant delivered such notice to LandlordPermitted Use. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 2 contracts
Samples: Lease Agreement (Mirati Therapeutics, Inc.), Lease Agreement (Mirati Therapeutics, Inc.)
Restoration. In If the case of any damage to Project is damaged by fire or destruction of the Improvements by Casualtyother insured casualty, Tenant shall use its best efforts toLandlord shall, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days thereafter, provide an estimate to Tenant of the length of time Landlord will need to complete its repair and restoration obligations set forth below (“Landlord’s Estimate”). If insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the damage shall be repaired by Landlord to the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s reasonable opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums. From the date of delivery the damage until such repairs are completed, Rent shall be abated in proportion to the part of the Damage Notice Premises which is unusable by Tenant in the conduct of its business. However, to the extent such damage was caused by Tenant, its employees, agents, contractors, guests, and invitees, there shall be no abatement of Rent, unless and to the extent Landlord receives rental income insurance proceeds; provided, further, if Landlord does not receive such rental income insurance proceeds as a result of Landlord’s failure to make a timely claim under its insurance, then such condition to Rent abatement under this Section 17.1 shall not apply. Landlord’s obligation to make repairs under this Article is limited to the base Building, Common Areas and the interior improvements to the Premises that are covered by Landlord’s insurance. Upon the occurrence of any damage to the Premises, Tenant shall deliver assign to Landlord a written notice (a “Restoration Work Notice”or to any party designated by Landlord) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available all insurance proceeds payable to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contraryunder Article 14 above (or, if a substantial portion of Tenant has failed to carry the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund insurance required under such shortfall in connection with the Restoration WorkArticle 14, Tenant shall pay to Landlord the amount which Tenant would have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder received as insurance proceeds had Tenant carried such required insurance) with respect to any Tenant Improvements and Alterations in the Restoration Work are subject Premises in which case Landlord shall manage restoration of such Tenant Improvements and Alterations to Tenant’s receipt the extent of Insurance Proceeds therefor such proceeds. If the amount assigned (or paid) to Landlord pursuant to the immediately preceding sentence is insufficient to repair the Tenant Improvements or Alterations within the Premises, and payment by Landlord Tenant does not covenant to supply the difference upon completion of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticerestoration, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund have the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering upon written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 2 contracts
Samples: Office Lease, Office Lease (Redfin CORP)
Restoration. In the case event that Tenant does not exercise its above set forth option to terminate this Lease in the event of any damage by fire or other casualty, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, with the Base Rent hereunder to or destruction of be equitably abated as herein above provided. In the Improvements by Casualty, event that Landlord notifies Tenant shall use its best efforts to, that the Premises can be materially restored within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after from the date of delivery of damage by fire or other casualty pursuant to Section 10.2 and Landlord fails to materially restore the Damage Notice to LandlordPremises within such one hundred eighty (180) day period, then Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed as its sole and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate exclusive remedy shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right entitled to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written giving Landlord notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or termination within ten (10) days following Tenant’s after the expiration of such period and this Lease shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term; provided, however, that if Landlord shall be delayed in, hindered in, or prevented from, completing the restoration within said period by reason of Force Majeure (defined in Section 12.20), or if the delay shall be due to delay in receipt of such Insurance Proceedscustom ordered items, then the time for completion of the restoration shall be extended for the period of the delay (but in no event more than thirty (30) days). Landlord shall not be required to repair any damage by fire or other cause, or to make any repairs or replacements of any alterations, additions or improvements installed in the extent not received Premises by Tenant prior or to such date any of termination). Notwithstanding any other provision of this Lease to Tenant's personal property or equipment; and if Landlord shall restore the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11)Premises, Tenant shall not be entitled required to any abatement or other reduction of Rent in connection with repair and restore such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasedamage at Tenant's cost and expense.
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Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans damage (the “Restoration WorkNotice”) as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Period”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of such damage or destruction, or if the damage will take more than three (3) months to restore and it occurs in the last nine (9) months of the Damage Notice to LandlordTerm, then either Landlord or Tenant shall deliver to Landlord a may terminate this Lease by written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within other party given within fifteen (15) days following its Landlord’s Restoration Notice. If Landlord estimates the Restoration Period will exceed one (1) year, then Tenant may terminate this Lease by written notice to Landlord given within fifteen (15) days following Landlord’s Restoration Notice. Unless Landlord so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work NoticePeriod, Landlord shall notify Tenant may, in writing whether its sole and absolute discretion, elect not to proceed with such repair and restoration, in which event Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 18 months of the Term and Landlord reasonably estimates that it will take more than 4 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease pursuant to by reason of damage or casualty loss. The provisions of this Lease, including this Section 11 shall be exercisable by 18, constitute an express agreement between Landlord and Tenant by delivering written notice thereof with respect to Landlord no later than ninety (90) days following the date any and all damage to, or destruction of, all or any part of the Casualty; following Tenant’s delivery of such noticePremises, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, or any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 1 contract
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant Borrower shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretioncause Mortgage Borrower to) deliver to substantially the same condition they were in prior to such CasualtyLender all reports, orplans, if such affected portion is subject to Redevelopmentspecifications, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance documents and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds materials that are or will become available delivered to Tenant in connection with Mortgage Lender under the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall Mortgage Loan Agreement in connection with the Restoration Workof any Individual Property after a Casualty or Condemnation. Borrower shall cause Mortgage Borrower to comply with the terms and conditions of the Mortgage Loan Documents relating to Restoration. In addition, Tenant (a) all Net Proceeds shall have be made available in accordance with Section 7.4 of the right, at its option, Mortgage Loan Agreement and (b) Borrower shall not permit Mortgage Borrower to terminate this Lease, take any action under Section 7.4 of the Mortgage Loan Agreement that requires Mortgage Lender’s consent without Borrower first obtaining Lender’s consent (it being expressly acknowledged and agreed that all if Mortgage Lender agrees to act reasonably under such Section 7.4 of Tenant’s obligations the Mortgage Loan Agreement, then Lender shall be reasonable hereunder with respect to such consent rights). Notwithstanding anything to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contrary contained in this Section Agreement, if at any time and for any reason the Mortgage Loan Restoration Provisions cease to exist or are waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such provisions, the “Waived Restoration Provisions”), subject to the contraryrights of Mezzanine A Lender under Section 7.4 of the Mezzanine A Loan Agreement, Borrower shall promptly (i) notify Lender of the same and such Waived Restoration Provisions shall automatically be deemed to be incorporated by reference herein (as if set forth in this Agreement), (ii) execute any Insurance Proceeds which Tenant has received or is entitled amendments to receive in connection with this Agreement and/or the Casualty, which pertain in whole or in part Loan Documents implementing the Waived Restoration Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the Property (excluding any portion of provisions set forth in the Insurance Proceeds that relate Mortgage Loan Agreement relating to the personal property of Tenant), same) and shall be paid cause Mortgage Borrower to Landlord on or prior acknowledge and agree to the date on which this Lease so terminates same and (or within ten iii) remit to Lender (10and shall cause Mortgage Borrower to remit to Lender) days following Tenant’s receipt of such Insurance Proceeds, any Net Proceeds related to the Waived Restoration Provisions to the extent not received by Tenant prior required to such date of termination). Notwithstanding any other provision of this Lease be paid to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement Mortgage Lender or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseMezzanine A Lender.
Appears in 1 contract
Samples: Mezzanine B Loan Agreement (Industrial Logistics Properties Trust)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies if the estimated cost of restoration exceeds the insurance maintained proceeds (and deductible amount) payable by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged Landlord’s carrier as a result of the Casualtycasualty, thenLandlord may, in such notice, elect to terminate this Lease as soon as reasonably practicable following of the Casualty, but in any event no later than thirty (30) date that is 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work Period or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees indicates that insurance proceeds (and deductible amount) are not sufficient to fund such shortfall in connection with restore the Restoration Work, Premises to their condition preceding the casualty (exclusive of any improvements and equipment not insured by Landlord). Unless either Landlord or Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 10 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord and shall promptly re-enter the shortfallPremises and commence doing business in accordance with this Lease. Any Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable to Tenant, in Tenant’s delivery sole but reasonable discretion, for the temporary conduct of such noticeTenant’s business. Such abatement shall be the sole remedy of Tenant, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 1 contract
Samples: Lease Agreement (Verenium Corp)
Restoration. In the case of any event that the damage to or destruction does not constitute a Total Loss, the Beneficiary shall be obligated, at its expense (whether or not the Proceeds are sufficient for such purpose), to effect the Restoration of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment Premises in accordance with the Redevelopment Plans provisions of the Declaration of Easements, the Condominium Deed, the Mortgage and the Leases, subject to Excusable Delays (the “Restoration Work”with respect to compliance with this Mortgage). The Restoration Work by Tenant shall be commenced promptly following the Casualty , and shall use all or a portion of such Proceeds to the extent required, and the Mortgagee shall make such Proceeds avail able to the Beneficiary (all such Proceeds to be performed held by the Beneficiary in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall trust, to be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid payment of all costs incurred to Tenant. Except as set forth below in this Section 11(beffect the Restoration), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds for Restoration in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion provisions of the Declaration of Easements, the Condominium Deed, this Mortgage and the Leases. If the Beneficiary will be restoring the Property is damaged as under this Mortgage, the Beneficiary shall cause the Architect to prepare both a result cost estimate and schedule for Restoration of the CasualtyPremises and to provide such estimate and schedule to the Mortgagee and the Beneficiary. In the event of a Total Loss, then, as soon as reasonably practicable following Beneficiary shall apply the Casualty, but Proceeds to the prepayment in any event no later than thirty (30) days after the date of delivery full of the Damage Notice Notes and all other sums secured hereby. In the event the Beneficiary is required to Landlordapply the Proceeds to prepay the Notes in full, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description any Proceeds remaining after such prepayment and the payment of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate all other sums secured hereby shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 paid to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are Beneficiary or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall as it may direct in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordwriting. In the event that Tenant timely notifies Landlord that it elects the Proceeds are insufficient to terminate this Lease prepay the Notes in full and to pay all other sums secured hereby, after the Beneficiary is required to so apply the Proceeds, the Beneficiary shall, subject to the provisions of Article 38 hereof, pay immediately the amount of such insufficiency to the Mortgagee until such amount is satisfied. In the event the Beneficiary is obligated to effect Restoration of the Premises, the Beneficiary shall promptly commence and complete the Restoration of the Premises in accordance with the terms provisions of this Section 11Mortgage, thenthe Declaration of Easements and the Condominium Deed, notwithstanding anything contained in subject to Excusable Delays (with respect to this Section to the contraryMortgage), and any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion remaining after completion of such Restoration and delivery of the Insurance Proceeds that relate to the personal property of Tenant), Officers' Certificate required under Section 14(d) hereof shall be paid to Landlord on the Beneficiary (or prior the party entitled thereto under the Declaration of Easements or the Condominium Deed) or as it may direct in writing unless there is an Event of Default continuing, in which case such remaining Proceeds shall be paid to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeaseMortgagee.
Appears in 1 contract
Samples: Mortgage, Security Agreement (Urban Shopping Centers Inc)
Restoration. In If at any time during the case of any damage to Term the Project or destruction of the Improvements Premises are damaged by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (a fire or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b)other insured casualty, Landlord shall have no interest in any Insurance Proceeds or policies notify Tenant within 60 days after discovery of insurance maintained by Tenant at or which pertain in whole or in part such damage as to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled amount of time Landlord reasonably estimates it will take to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with restore the terms hereof. IfProject or the Premises, as indicated applicable. If the restoration time is estimated to exceed 8 months, Landlord may, in the Damage Noticesuch notice, a substantial portion elect to terminate this Lease as of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice to Landlord, Tenant shall deliver to such damage or destruction. Unless Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed that all paid for by Tenant), subject to delays arising from the collection of Tenant’s obligations hereunder insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any governmental or quasi-governmental agency having jurisdiction over the Premises, including with respect to the Restoration Work are subject use, storage, release or removal of Hazardous Materials in, on or about the Premises (collectively referred to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt herein as "Use Clearances"); provided, however, that if repair or restoration of the Restoration Work NoticePremises is not Substantially Complete as of the end of 8 months from the date of damage or destruction, Landlord shall notify Tenant may, in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord its sole and absolute discretion, elect not to fund the shortfall. Any right proceed with such-repair and restoration, or Tenant may, in its sole and absolute discretion, elect to terminate this Lease pursuant to this Section 11 by written notice delivered within 5 business days of the expiration of such 8 month period, in which event Landlord shall be exercisable by Tenant by delivering written notice thereof relieved of its obligation to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of make such notice, repairs or restoration and this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month later of: (i) discovery of such damage or destruction, or (ii) the date all required Use Clearances are obtained. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure events or to obtain Use Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in which Tenant delivered such notice to Landlordaccordance with this Lease. In Notwithstanding the event that Tenant timely notifies foregoing, Landlord that it elects to may terminate this Lease upon 60 days prior written notice if the Premises are damaged during the last 12 months of the Term and Landlord reasonably estimates that it will take more than one month to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Use Clearances are obtained until the Premises are repaired and restored, in accordance with the terms proportion which the area of this Section 11the Premises, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualtyif any, which pertain is not usable by Tenant in whole or the manner in part to which the Property (excluding any damaged portion of the Insurance Proceeds that relate Premises were used by Tenant bears to the personal property total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is reasonably suitable in Tenant's judgment for the temporary conduct of Tenant), 's business. Such abatement shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following sole remedy of Tenant’s receipt of such Insurance Proceeds, to the extent not received by and except as provided herein, Tenant prior to such date of termination). Notwithstanding waives any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this the Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 1 contract
Samples: 34 Lease Agreement (Equinix Inc)
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 9 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged and agreed that all Landlord shall, subject to receipt of Tenant’s obligations hereunder sufficient insurance proceeds (with respect any deductible to be treated as an Operating Expense subject to the Restoration Work are provisions of Section 5), promptly restore the Premises (including the Premises Improvements but excluding any other improvements installed by Tenant or by Landlord and paid for by Tenant), subject to Tenant’s receipt delays arising from the collection of Insurance Proceeds therefor insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and payment restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of any shortfall amountinsurance proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration to the Premises not required to be done by Landlord. Within fifteen (15) days following its receipt Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space in the Mission Bay area of San Francisco during the period of repair that is suitable, in Tenant’s delivery reasonable discretion, for the temporary conduct of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to LandlordTenant’s business. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease., including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters. 455 Mission Bay/Nurix Therapeutics - Page 17
Appears in 1 contract
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense, subject to the terms of Section 5 above), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all of required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Promptly following the date that Landlord makes the Premises available to Tenant for Tenant’s obligations hereunder with respect repairs and restoration, Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, shall make all repairs or restoration to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment improvements in the Premises installed by Tenant or by Landlord of any shortfall amountand paid for by Tenant and improvements in the Premises required to be insured by Tenant. Within fifteen (15) days following its receipt Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Work NoticePeriod. Notwithstanding anything to the contrary contained herein, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund also have the shortfall. Any right to terminate this Lease pursuant to this Section 11 if insurance proceeds are not available for such restoration. Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordbusiness. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section to the contrary18, Tenant waives any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement by reason of damage or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usescasualty loss. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.
Appears in 1 contract
Samples: Lease Agreement (Allakos Inc.)
Restoration. In If neither party exercises its election under Section 6.1, this Lease shall continue in force, and a just proportion of the case rent, additional rent and other charges reserved, according to the nature and extent of the damages sustained by the Premises, shall be suspended or abated until the Premises, or what may remain thereof, shall be put by Landlord in substantially the same condition such were in prior to such damage or taking, which Landlord covenants to do with reasonable diligence but only to the extent permitted by the net proceeds of any insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws then in existence. “Net proceeds of any insurance recovered or destruction damages awarded” refers to the gross amount of such insurance or damages less the expenses of Landlord in connection with the collection of the Improvements same, including, without limitation, fees and expenses for legal and appraisal services, and further reduced by Casualtythe amount of such proceeds any mortgagee of the Premises declines to make available for such restoration. If such restoration is not substantially completed, within six (6) months of the date of such damage or taking, Tenant shall use its best efforts to, may terminate this Lease by the giving of written notice to Landlord within one hundred eighty thirty (18030) days after the expiration of such Casualtysix (6) month period, provided such substantial completion has not occurred within such thirty (30) day period. If the net proceeds of insurance recovered or damages awarded shall not be sufficient to allow Landlord to restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) Premises to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopmentdamage or taking, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), unless Landlord shall have no interest in elect to make up any Insurance Proceeds or policies such deficiency out of insurance maintained by other funds) Landlord shall give written notice of such fact to Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty within ten (3010) days after such settlement on the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work proceeds or another developer reasonably acceptable to Landlorddamages has been made, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its optionelection, to terminate this LeaseLease or to allow this Lease to continue and make such improvements to the Premises, it being expressly acknowledged and agreed that all of at Tenant’s obligations hereunder expense, as Tenant may deem advisable, subject to Landlord’s rights in this Lease with respect to the Restoration Work are subject to such construction by Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Should Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right elect to terminate this Lease pursuant to this Section 11 as provided in the immediately preceding sentence, it shall be exercisable do so by Tenant by delivering giving Landlord written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or termination within ten (10) days following Tenant’s after receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable notice referred to utilize in the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseimmediately preceding sentence.
Appears in 1 contract
Restoration. In If, at any time during the case of Term, any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (Premises is damaged or construct destroyed by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of such replacement Improvements damage as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior amount of time Landlord reasonably estimates it will take to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with restore the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans Premises (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following Period is estimated to exceed 18 months or, if the Casualty and shall be performed in a good and workmanlike manner and in accordance with damage occurs within the last 60 months of the then applicable Laws in all material respects. The net proceeds expiration date of Tenant’s Property Policy the Term of this Lease, 12 months (as applicable, the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to terminate this Lease as to only the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged Premises that cannot be restored within the Maximum Restoration Period in which case such termination shall be effective as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) date that is 75 days after the date of delivery discovery of the Damage Notice such damage or destruction provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of terminate this Lease as to only the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and Premises that cannot be restored within the amount Maximum Restoration Period by written notice to Landlord delivered within 15 business days of receipt of a notice from Landlord estimating a Restoration Period for such portion of the Cost Estimate exceeds Premises longer than the amount of Insurance Proceeds that are Maximum Restoration Period. Unless either Landlord or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the damaged portion of the Premises (excluding the improvements installed by Tenant or by Landlord and agreed paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that all if repair or restoration of Tenant’s obligations hereunder with respect to such damaged portion of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are subject Period, Landlord may, in its sole and absolute discretion, elect not to Tenant’s receipt of Insurance Proceeds therefor proceed with such repair and payment restoration, or Tenant may by written notice to Landlord of any shortfall amount. Within fifteen (15) delivered within 10 business days following its receipt of the expiration of the Maximum Restoration Work NoticePeriod or, if longer, the Restoration Period, elect to terminate this Lease as to only the portion of the Premises which has not been restored, in which event Landlord shall notify be relieved of its obligation to make such repairs or restoration and this Lease shall as to only the portion of the Premises which has not been restored terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant in writing whether Landlord agrees prior to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, obtaining permits and other governmental approvals, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord. Notwithstanding the shortfallforegoing, if any portion of the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage either Landlord or Tenant may terminate this Lease as to the damaged portion of the Premises upon written notice to the other; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Any Landlord shall also have the right to terminate this Lease pursuant with respect to this Section 11 the damaged portion of the Premises if sufficient insurance proceeds in excess of Landlord’s Contribution are not available for such restoration. For purposes hereof, the “Landlord’s Contribution” shall initially mean $2,500,000; provided, however, that such amount shall be exercisable reduced by an amount equal to $12,500 on the first day of each month during the Term plus any amounts paid by Landlord from time to time as a Landlord’s Contribution. In no event, however, shall Landlord be required to pay Landlord’s Contribution if Tenant is in material Default under this Lease. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the CasualtyPremises; following Tenant’s delivery of such noticeprovided, this Lease shall terminate on the last day of the month immediately following the month however, in which Tenant delivered such notice to Landlord. In the event that the remaining portion of the Premises is not sufficient to allow Tenant timely notifies to conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time as Tenant does not conduct its business therein, the Base Rent and Tenant’s Share of Operating Expenses for the entire Premises shall be abated but only for so long as Landlord that it elects to terminate this Lease in accordance with receives rent loss insurance proceeds for the terms full amount of this Section 11the abatement. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 1 contract
Samples: Lease Agreement (Illumina Inc)
Restoration. In the case of event any damage improvements comprising the Facility, the Premises or the Personal Property are damaged by peril covered by insurance or required to or destruction of the Improvements be covered by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated to the extent proceeds (excepting any deductibles) are made available by any lender or any Mortgagee, Tenant (not Landlord) shall commence to rebuild or restore the same within sixty (60) days after the later of (i) all necessary health care, land use or development approvals, and (ii) the date plans and specifications prepared by Tenant are approved by Landlord, which approval shall not be unreasonably withheld, and Tenant shall proceed with all due diligence to complete said repair or restoration within a commercially reasonable period of time; provided, however, that in the Damage Noticeevent such restoration cannot, a substantial portion in Landlord’s reasonable determination, be completed with two hundred ten (210) days from the date of the damage or destruction event, Landlord may terminate this Lease by providing written notice thereof to Tenant and in such event, all insurance proceeds with respect to the Premises, Facility, the Personal Property and any Alterations (but specifically excluding Tenant’s Equipment) shall be assigned to Landlord. In no event, shall Tenant shall have no obligation under this Section 11.2 to repair or restore the components of the Premises which are Landlord’s responsibility under Section 7.1.2 which shall be and remain the responsibility of Landlord. Any repair or restoration for which Tenant is damaged responsible under this Section 11.2 shall be undertaken by Tenant in such a manner as to ensure that upon its completion, the Premises is of the same standard and quality as existed on the Commencement Date prior to the damage or destruction (reasonable wear and tear excepted) and shall comply with any requirements set forth in the Facility Loan documents or by any Mortgage. If Tenant is required to restore the Facility as provided in this Section 11.2, Tenant shall also restore all Alterations and improvements made by Tenant and all of Tenant’s Equipment, which restoration shall in any event meet the standards necessary to maintain the then current license of the Facility, including the replacement of the Personal Property. In the event any lender or any Mortgagee elects not to make insurance proceeds available (excepting any deductibles), Tenant shall have no obligation to repair or restore the Facility unless Landlord elects to provide such funds (other than the amount of any insurance deductibles), which election Landlord may make in its sole discretion. If during the Term of this Lease, the Premises are totally or partially destroyed from a risk not covered by the insurance described in Article 10 rendering the Premises or the Facility totally or partially inaccessible or unusable or if Tenant is prohibited as a result matter of zoning or health care law from repairing or reconstructing the Facility to substantially the same condition as existing prior to such damage or destruction or other similar condition which would enable Tenant to continue to use the Premises for the use permitted hereunder at substantially the same capacity as operating at the time of the Casualtydamage or destruction, then, as soon as reasonably practicable following at the Casualty, but in any event no later than option of either Tenant or Landlord exercised by written notice delivered to the other party within thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery occurrence of such noticedamage or destruction, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseterminate.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Restoration. In the case event of any the partial or total damage to or destruction of the Improvements by Casualtybuilding of which the demised premises are a part during the term hereof from any cause, except if due to the negligent acts or emissions of Tenant shall use its best efforts toagents or employees, within one hundred eighty (180) days or to the failure on the part of such CasualtyTenant to perform or observe any of Tenants covenants or conditions contained herein, restore Landlord shall, to the affected portion extent of the Improvements (or construct such replacement Improvements as Tenant shall elect proceed available to Landlord from the insurance referred to in its sole discretion) Station 9.3 hereof, forthwith repair and reconstruct said building to substantially the same condition they were which said building was in immediately prior to such Casualtydamage or destruction, orprovided such repairs a reconstruction can be made under then existing laws and regulations. In the event of such reconstruction, if such affected portion is subject Tenant, at its sole cost and expense, shall be responsible for the repair and restoration of all items set forth in "Description of Tenant's Work" in Exhibit B and all improvements within Premises as those existing immediately prior to Redevelopmentthe casualty, then to proceed with and the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by replacement of its stock-in-trade, trade fixture, furniture, furnishings and equipment and Tenant shall be commenced commence such repair and restoration and the installation of fixtures, equipment and merchandise promptly following upon delivery to it of possession of the Casualty demised premises and shall be performed in diligently pursue such work and installation to completion. With respect to any damage a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first destruction which Landlord is obligated to the Restoration Work and then as provided in repair or any Leasehold Mortgage and if there is no Leasehold Mortgage, paid elect to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with repair order the terms hereof. Ifof this Article, as indicated in Tenant hereby waives the Damage Notice, provisions of any law authorizing the termination of a substantial portion lease upon the complete or partial destruction of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualtydemised premises. Notwithstanding anything contained in this Section 11 to above m the contrary, if in the event the demised promises ere partially or totally damaged or destroyed by a substantial portion cause or casualty other than those covered by said insurance, or by any cause at any time during the last two (2) years of the Property is term hereof or in the event the demised premises are, or the building in which the demised promises are situated is, damaged or destroyed by any cause or casualty to the extent of not less than thirty-three and the amount one-third percent (33-1/3%) of the Cost Estimate exceeds replacement cost thereof at the amount time of Insurance Proceeds that are such damage or will be available to Tenantdestruction, then, unless and except or if in the sole opinion of Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt restoration of the Restoration Work Noticedemised premises cannot be completed within six (6) months from the occurrence of the damage or destruction, Landlord shall notify Tenant or if in writing whether Landlord agrees to fund such shortfall; any failure the sole opinion of Landlord to timely provide such notice shall repairs cannot be deemed an election by adequately made, then Landlord not to fund the shortfall. Any right may elect to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering giving written notice thereof to Landlord no later than Tenant of such termination within ninety (90) days following after the date of the Casualty; following Tenant’s delivery occurrence of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received damage or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasedestruction.
Appears in 1 contract
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 45 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 270 days (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first ), either party may, by notice to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) party within 10 days after the date of delivery such notification by Landlord, elect to terminate this Lease as of the Damage Notice date that is 60 days after the date of discovery of 9 West Waxxxxx Xill Road/BioVeris Corporation - Page 14 such damage or destruction. Unless either party so elects to terminate this Lease, Landlord shall (with any deductible payable in connection with the insurance proceeds to be treated as a current Operating Expense) promptly restore the Premises (including the improvements paid for by the Tenant Allowance but excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to receipt of sufficient insurance proceeds as approved by Landlord’s mortgagee or delays arising from the collection of insurance proceeds or from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Tenant shall deliver may terminate this Lease by notice to Landlord a written notice given any time after the expiration of the Maximum Restoration Period (a “Restoration Work Notice”) containing but before the substantial completion of the repair or restoration of the Premises), in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) a description discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration to the improvements to the Premises paid for by Tenant and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord or Tenant may terminate this Lease if the Premises are damaged during the last 1 year of the Restoration Work Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be performed abated from the date of such casualty until the Premises are repaired and an estimate restored, in the proportion which the area of the reasonable cost to complete such Restoration Work (a “Cost Estimate”)Premises, if any, which such description and Cost Estimate is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be prepared (i) the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by the developer contracted by Tenant to perform the Redevelopment Work reason of damage or another developer reasonably acceptable to Landlordcasualty loss, and (ii) an estimate conditioned on Tenant obtaining (or causing its subtenants or occupants of the amount Premises to obtain) those Hazardous Materials Clearances that are necessary to enable Landlord to begin and complete such repair and restoration. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Insurance Proceeds that are Premises, or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial any other portion of the Property Project, and any statute or regulation which is damaged and the amount now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Cost Estimate exceeds Premises or any other portion of the amount of Insurance Proceeds Project, the parties hereto expressly agreeing that are or will be available to Tenant, then, unless this Section 18 sets forth their entire understanding and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder agreement with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 1 contract
Samples: Lease Agreement (Bioveris Corp)
Restoration. In If the case Building shall be partially or totally damaged or destroyed by fire or other casualty, then, unless this Lease is terminated as hereinafter provided, and whether or not the damage or destruction shall have resulted from the fault or neglect of Tenant or its employees, agents, contractors or invitees, Landlord, at its sole expense, shall perform Landlord's Restoration Work (as hereinafter defined) with reasonable dispatch and continuity. For purposes hereof, the term "Landlord's Restoration Work" shall mean all of the work necessary to repair and restore the Premises (including, without limitation, all the building systems) to substantially the same condition as that in which they were in immediately prior to the happening of the fire or other casualty (it being agreed that Landlord's Restoration Work shall not include the repair and restoration of (w) any Tenant-Made Alterations, (x) Tenant's Initial Work installed by Tenant, (y) any Tenant's Trade Fixtures, and/or (z) any Tenant's Property). Notwithstanding anything to the contrary in this Paragraph 15, in the event a fire or other casualty to the Premises occurs that is covered by the all risk insurance referenced in Paragraph 9(a) above, Tenant shall, within 30 days after demand therefor, pay to Landlord the lesser of (i) the amount of any deductible in respect of the insurance adjustment relating to such fire or other casualty and (ii) $25,000 (it being agreed that, in any event, the payment of such amount by Tenant is not a condition precedent to any of Landlord's obligations under this Paragraph 15). If the Premises shall be partially damaged or destroyed or rendered untenantable or inaccessible as a result of a fire or other casualty, then the Base Rent, the Additional Rental Amount and all other rent payable under this Lease (including any amounts payable under Sections 6 and 8 above) shall be abated in proportion to the area of the Premises that has been rendered untenantable, inaccessible or unfit for Tenant's use and occupancy for the period from the date of such damage to or destruction until the earlier of (a) the last day of a reasonable period (beginning on the date on which Landlord's Restoration Work is substantially completed and Tenant has reasonable access to the Premises) for Tenant to repair and restore any Tenant's Initial Work, Tenant-Made Alterations, Tenant Trade Fixtures and Tenant's Property damaged as a result of such fire or other casualty and (b) the date on which Tenant reoccupies the Premises (or such portion thereof) for the normal conduct of its business (as opposed to the repair or restoration of any of Tenant's Initial Work, Tenant's Trade Fixtures, Tenant-Made Alterations or Tenant's Property). If the Premises shall be totally damaged or destroyed or rendered untenantable or inaccessible, then the Base Rent, the Additional Rental Amount and all other rent payable under this Lease (including any amounts payable under Sections 6 and 8 above) shall xxxxx from the date of the Improvements by Casualtydamage or destruction until the earlier of (a) the last day of a reasonable period (beginning on the date on which Landlord's Restoration Work is substantially completed and Tenant has reasonable access to the Premises) for Tenant to repair and restore any Tenant's Initial Work, Tenant-Made Alterations, Tenant Fixtures and Tenant's Property damaged as a result of such fire or other casualty and (b) the date on which Tenant reoccupies the Premises (or such portion thereof) for the normal conduct of its business (as opposed to the repair or restoration of any of Tenant's Initial Work, Tenant's Trade Fixtures, Tenant-Made Alterations or Tenant's Property). If the Building or any portion thereof shall use its best efforts tobe damaged or destroyed by fire or other casualty, then Landlord, within thirty (30) days after the occurrence of the fire or other casualty, shall furnish to Tenant an estimate (the "Estimate"), prepared and certified by an architect selected by Landlord and reasonably acceptable to Tenant, of the date (the "Estimated Date") by which Landlord expects (in good faith) the Landlord's Restoration Work to be completed. If the Estimated Date shall be a date later than one hundred eighty (180) days of such Casualty, restore after the affected portion date of the Improvements (fire or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopmentother casualty, then Tenant may, at its option, terminate this Lease by giving written notice to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than within thirty (30) days after the date of delivery Tenant's receipt of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of Estimate. In any case where the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available does not give rise to Tenant, then, unless and except if Landlord agrees 's termination right as aforesaid (as well as any case where Tenant does not elect to fund such shortfall in connection with the Restoration Workexercise its termination right as aforesaid), Tenant shall have the right, at its option, right to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the if for any reason, Landlord's Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment is not completed by Landlord of any shortfall amountthe Outside Restoration Date (as defined below). Within fifteen (15) days following its receipt of Tenant may exercise the Restoration Work Notice, Landlord shall notify Tenant termination right described in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant preceding sentence by delivering written notice thereof to Landlord at any time following the Outside Restoration Date and prior to the date Landlord completes Landlord's Restoration Work. If Tenant terminates this Lease as provided in this Paragraph 15, then such termination shall be effective on the date specified in Tenant's notice of termination but no later than ninety one hundred eighty (90180) days following after the date of such notice as if said date were the date fixed for the expiration of the Lease Term. Any Base Rent, Additional Rental Amount or other amounts paid by Tenant for a period beyond the date of termination of this Lease or for any period of abatement shall promptly be refunded by Landlord to Tenant. For purposes of this Lease, the term "Outside Restoration Date", with respect to any fire or other casualty, shall mean the Estimated Date for the Landlord's Restoration Work in connection with such fire or other casualty; provided, however, that the Outside Restoration Date shall be postponed by one day for each day that Landlord is actually delayed in completing such Landlord's Restoration Work as a result of one or more Force Majeure Events (but in no event shall the Outside Restoration Date be extended by Force Majeure Events by more than 60 days) or any delays caused by Tenant, its agents, employees, consultants, contractors and invitees. If (i) the Building shall be damaged or destroyed by fire or other casualty during the last 12 months of the then current Lease Term, (ii) the Estimate indicates that Landlord's Restoration Work will require a period of time which exceeds 20% of the then remaining Lease Term, and (iii) Tenant, on or prior to the date of the Casualty; following Tenant’s delivery fire or other casualty shall not have elected to extend the then current Lease Term in accordance with the provisions of Addendum 3 hereto (assuming Tenant had the right to do so), then and in such events, either Landlord or Tenant shall have the right, to be exercised by written notice to the other party given within thirty (30) days the electing party's receipt of the Estimate, to terminate this Lease. If either party terminates this Lease as provided in this Paragraph 15, then such termination shall be effective on the date specified in such party's notice of termination but no later than one hundred eighty (180) days after the date of such noticenotice as if said date were the date fixed for the expiration of the Lease Term; and any Base Rent, Additional Rental Amount or other amounts paid by Tenant for a period beyond the date of such termination of this Lease or for any period of abatement shall terminate on promptly be refunded by Landlord to Tenant. Notwithstanding anything to the last day contrary contained in Paragraph 15 above, if Tenant, within thirty (30) days after its receipt of a termination notice from Landlord given pursuant to Paragraph 15 above, shall elect to extend the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate then current term of this Lease in accordance with the terms provisions of Addendum 3 hereto (assuming Tenant has the right to do so), then Landlord's termination notice shall be rendered null and void, this Lease shall remain in full force and effect, and Landlord, at its sole expense, shall perform Landlord's Restoration Work. If the named Landlord herein (i.e., ProLogis Development Services Incorporated) shall transfer its interest in the Premises to a third party, then, from and after the effective date of such transfer, the following provision of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), 15(f) shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.apply:
Appears in 1 contract
Restoration. In the case event of any the partial or total damage to or destruction of the Improvements by Casualtybuilding of which the demised premises are a part during the term hereof, from any cause, except if due to the negligent acts or omissions of Tenant, its agents or employees, or to the failure on the part of Tenant shall use its best efforts toto perform or observe any of Tenant's covenants or conditions contained herein, within one hundred eighty (180) days of such CasualtyLandlord shall, restore to the affected portion extent of the Improvements (or construct such replacement Improvements as Tenant shall elect proceeds available to Landlord from the insurance referred to in its sole discretion) Section 9.3 hereof, forthwith repair and reconstruct said building to substantially the same condition they were which said building was in immediately prior to such Casualtydamage or destruction, orprovided such repairs or reconstruction can be made under the existing laws and regulations. In the event of such reconstruction, if such affected portion is subject to RedevelopmentTenant, then to proceed with at its sole cost and expense, shall be responsible for the development or redevelopment thereof to complete repair and restoration of all items set forth in "Description of Tenant's Work" in Exhibit B and the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by replacement of its stock-in-trade trade fixtures, furniture, furnishings and equipment, and Tenant shall be commenced commence such repair and restoration and the installation of fixtures, equipment and merchandise promptly following upon delivery to it of possession of the Casualty demised premises and shall be performed in a good diligently prosecute such work and workmanlike manner and in accordance with applicable Laws in all material respectsinstallation to completion. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first With respect to the Restoration Work and then as provided in any Leasehold Mortgage and if there damage or destruction which Landlord is no Leasehold Mortgage, paid obligated to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds repair or policies of insurance maintained by Tenant at or which pertain in whole or in part may elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with repair under the terms hereof. Ifof this Article, as indicated in Tenant hereby waives the Damage Notice, provisions of any law authorizing the termination of a substantial portion lease upon the complete or partial destruction of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualtydemised premises. Notwithstanding anything contained in this Section 11 above to the contrary, if in the event the demised premises are partially or totally damaged or destroyed by a substantial portion cause or casualty other than those covered by said insurance, or by any cause at any time during the last two (2) years of the Property is term hereof, or in the event the demised premises are, or the building in which the demised premises are situated is, damaged or destroyed by any cause or casualty to the extent of not less than thirty three and the amount one-third percent (33-1/3 %) of the Cost Estimate exceeds replacement cost thereof at the amount time of Insurance Proceeds that are such damage or will be available to Tenantdestruction, then, unless and except or if in the sole opinion of-Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt restoration of the Restoration Work Noticedemised premises cannot be completed within six (6) months from the occurrence of the damage or destruction, Landlord shall notify Tenant or if in writing whether Landlord agrees to fund such shortfall; any failure the sole opinion of Landlord to timely provide such notice shall repairs cannot be deemed an election by adequately made, then Landlord not to fund the shortfall. Any right may elect to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering giving written notice thereof to Landlord no later than Tenant of such termination within ninety (90) days following after the date of the Casualty; following Tenant’s delivery occurrence of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received damage or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasedestruction.
Appears in 1 contract
Samples: Lease (Meganet Corp)
Restoration. In If, at any time during the case of any damage to Term, either Building is damaged or destruction of the Improvements destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy Period is estimated to exceed 12 months (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first ), either Landlord or Tenant may, by written notice to the Restoration Work and then other party within 10 days after Landlord’s notice, elect to terminate this Lease as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction, subject to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description Section 39 of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualtythis Lease. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, Unless either party so elects to terminate this Lease, it being expressly acknowledged Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding any property or improvements owned by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and agreed restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, (A) that all if repair or restoration of Tenant’s obligations hereunder with respect to the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Work are Period in each case due to circumstances outside of Landlord’s control, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and, subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice39 below, this Lease shall terminate on the last day as of the month immediately following date that is 75 days after the month in which Tenant delivered later of: (i) discovery of such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11damage or destruction, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to ii) the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceedsall required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to the extent not received any Rent payable by Tenant prior to such date election by Landlord, and (B) that if repair or restoration of termination). Notwithstanding any other provision the Premises is not substantially complete as of this Lease to the contrary (but subject to Tenant’s right end of the Maximum Restoration Period or, if longer, the Restoration Period, Tenant may elect to terminate this Lease pursuant by written notice to Landlord given within 30 days after the end of the Maximum Restoration Period or the Restoration Period, as the case may be, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the first sentence of this Section 11)18, within the 60 days after the occurrence of any damage to a Building where the cost to repair such damage is equal to or less than $5,000.00, Tenant may elect by written notice to Landlord to repair such damage, in which case Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaseinsurance proceeds therefore if disbursed by Landlord’s lender.
Appears in 1 contract
Restoration. In (a) If the case Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of any damage reasonable access to or destruction of the Improvements by CasualtyPremises, Tenant shall use its best efforts togive prompt notice to Landlord, within one hundred eighty (180) days of such Casualty, restore and Landlord shall repair the affected portion core and shell of the Improvements Premises and all Building Systems (or construct such replacement Improvements as Tenant shall elect in the damaged portion thereof) up to the point of connection to the Premises, at its sole discretion) expense, to substantially the same condition they were in thereof prior to such Casualtythe damage, or, if such affected portion is subject to Redevelopmentthe provisions of this Article 14, then to proceed with the development and of any Mortgage or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”)Superior Lease. The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds obligation to repair or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. restore, and Tenant shall beat its cost and expense, repair and replace Tenant's Property, and any Leasehold Mortgage shall provide that Alterations or improvements to the Premises (including the Initial Installations), to substantially the condition prior to the damage. So long as Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds is not in accordance with the terms hereof. If, as indicated default beyond applicable grace or notice provisions in the Damage Noticepayment or performance of its obligations under this Section 14.1, a substantial then until the restoration of the core and shell of the Premises is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant's Tax Payment and Tenant's Operating Payment shall be abated or reduced in the proportion by which the area of the part of the Premises which is not usable (or accessible) and is not used by Tenant bears to the total area of the Premises. Nothing set forth in this Section 14.1 shall be interpreted to limit Landlord's right to repair or restore all or any portion of the Property is damaged Premises at such time and in such manner as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but Landlord deems appropriate in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord's sole judgment, and (ii) an estimate of the amount of the Insurance Proceeds that are no such repair or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if restoration shall constitute a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment waiver by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained 's rights set forth in this Section to the contrary, any Insurance Proceeds which Tenant has received 14.1 or is entitled to receive elsewhere in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Lease (Sports Club Co Inc)
Restoration. In (a) If the case Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of any reasonable access to the Premises, the damage to or destruction of the Improvements shall be diligently and in good faith repaired by CasualtyLandlord, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in of the Premises prior to such Casualtythe damage, or, if such affected portion is subject to Redevelopment, then the provisions of any Mortgage or Superior Lease and only to proceed with the development or redevelopment thereof to complete extent that such repairs can reasonably be made from the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgageinsurance actually received by Landlord, paid to Tenant. Except as set forth below in this Section 11(b), but Landlord shall have no interest obligation to repair or restore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), any Insurance Proceeds Alterations or policies improvements to the Premises, to the extent such Alterations or improvements exceed Building Standard Installations (“Above Building Standard Installations”). So long as Tenant is not in default beyond applicable grace or notice provisions in the payment or performance of insurance maintained its obligations under this Section, and provided Tenant timely delivers to Landlord either Tenant’s Restoration Payment (as hereinafter defined) or the Restoration Security (as hereinafter defined) or Tenant expressly waives any obligation of Landlord to repair or restore any of Tenant’s Above Building Standard Installations, then until the restoration of the Premises is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced in the proportion by which the area of the part of the Premises which is not usable (or accessible ) and is not used by Tenant at or which pertain in whole or in part bears to the Property. Tenant shall betotal area of the Premises; provided, and any Leasehold Mortgage shall provide however, if either (x) that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property Premises comprising Tenant’s computer and/or communications equipment shall be damaged or destroyed or (y) more than thirty-three percent (33%) of the Premises is damaged untenantable, and as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlordeither such events, Tenant shall deliver is not reasonably able to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of use the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial remaining portion of the Property is damaged Premises and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, thenin fact, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord does not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding use any portion of the Insurance Proceeds that relate to the personal property of Premises, then all Fixed Rent, Tenant), ’s Tax Payment and Tenant’s Operating Payment shall be paid to abated in their entirety until Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenanthas Substantially Completed Landlord’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants restoration of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this LeasePremises.
Appears in 1 contract
Samples: Deed of Lease (FBR & Co.)
Restoration. In the case event of any damage a taking in respect of which Tenant shall not have the right to or destruction elect to terminate this Lease or, having such right, shall elect not to terminate this Lease, this Lease and the Term hereof shall continue in full force and effect and, subject to receipt of the Improvements by CasualtyRestoration Portion, Tenant shall use its best efforts toforthwith promptly and diligently effect the “Restoration” (as hereinafter defined) through application of the “Restoration Portion”, within one hundred eighty as hereinafter defined and set forth. If this Lease is not terminated as a result of a taking, as set forth hereinabove in Section 10.2, Landlord shall be entitled to receive the entire award except for that portion (180hereinafter referred to as the “Restoration Portion”) days of such Casualtythe award necessary for the Restoration, restore the affected which Landlord shall promptly deliver to Tenant upon receipt, or any portion of the Improvements (or construct such replacement Improvements as award applicable to Tenant’s fixtures. If the entire award is insufficient for the Restoration, then the Tenant shall elect fund the balance of the amount required for Restoration and continue in its sole discretion) the Lease. The term “Restoration” herein means the restoration of the remaining portions of the Premises, including any and all Improvements made theretofore, together with the remaining portions of the parking areas and other common areas of the Premises, to an architectural whole in substantially the same condition they that the same were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlordtaking. In the event that Tenant timely notifies Landlord that it elects is obligated to terminate restore the Premises under this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property Article IX and (excluding any portion i) said restoration affects more than ten percent (10%) of the Insurance Proceeds warehouse building or (ii) requires Tenant to fund the balance of any amount required for Restoration, then Tenant shall have the right to elect by written notice to Landlord within thirty (30) days of the date of the condemnation, to extend the then current Term of the Lease through a date specified in such notice as necessary to ensure that relate sufficient years remain in the then existing Term of the Lease, as of the date of both (i) substantial completion of the restoration and (ii) Tenant’s ability to operate its business once again in the personal property Premises, in order to fully depreciate the restored Improvements, subject to annual rent increases for such extension of Tenant), the term at two percent (2%) per annum. This right to extend the Term shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled in addition to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended usesremaining Option Terms. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.10.4
Appears in 1 contract
Samples: Lease Agreement
Restoration. In the case of any damage If this Lease shall not be terminated pursuant to or destruction of the Improvements by CasualtySection 10.2, Tenant Landlord shall thereafter use its best efforts to, within one hundred eighty (180) days of such Casualty, due diligence to restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) Premises to substantially the same condition they the Premises were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development damage (exclusive of (a) alterations or redevelopment thereof to complete improvements made by or on behalf of the Redevelopment in accordance with Tenant after the Redevelopment Plans Term Commencement Date and (the “Restoration Work”). The Restoration Work b) fixtures or property removable by Tenant upon expiration or earlier termination of the Term of this Lease, all of which shall be commenced promptly following the Casualty and responsibility of Tenant), provided that Landlord's obligation shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first limited to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies amount of insurance maintained by Tenant at proceeds or which pertain in whole or in part condemnation awards made available to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereofLandlord therefor. If, as indicated in for any reason, such restoration shall not be substantially completed within six months after the Damage Notice, a substantial portion expiration of the Property ninety (90) day period referred to in Section 10.2 (which six-month period may be extended for such periods of time as Landlord is damaged as a result of prevented from proceeding with or completing such restoration for any cause described in Section 13.5 or beyond Landlord's reasonable control), Tenant shall have the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than right to terminate this Lease by giving notice to Landlord thereof within thirty (30) days after the date expiration of delivery of such period (as so extended). Upon the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery giving of such notice, this Lease shall terminate cease and come to an end without further liability or obligation on the last part of either party unless, within such thirty (30) day period, Landlord substantially completes such restoration. Such right of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole termination shall be Tenant's sole and exclusive remedy at law or in part equity for Landlord's failure to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to complete such restoration. Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any abatement way from damage from fire or other reduction of Rent in connection with such event casualty or the period during which repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's improvements, alterations, furniture or furnishings or on any occupants of fixtures or equipment removable or to be removed by Tenant under the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination provisions of this Lease, and that Landlord shall not be obligated to repair any damage thereto or replace the same. If Tenant desires any other or additional repairs for restoration and if Landlord consents thereto, the same shall be done at Tenant's expense. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations provided by Landlord either directly or through an allowance to Tenant.
Appears in 1 contract
Samples: Disturbance and Attornment Agreement (Genzyme Transgenics Corp)
Restoration. In If the case of any damage Premises are damaged by an Insurable Casualty, but the Estimated Restoration Period is less than the applicable period set forth in Article 16.1 above, or if Landlord and Tenant have a right to terminate this Lease pursuant to Article 16.1 but neither Landlord nor Tenant exercises its right to terminate this Lease as provided in Article 16.1, then this Lease shall not terminate, and Landlord shall, at its sole cost, make such repair or destruction restoration of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty Premises (180) days excluding any Alterations and any of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretionTenant’s property) to substantially the same approximate condition they were in existing prior to such Casualtydamage, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance such manner as not to unreasonably interfere with applicable Laws in all material respects. The net proceeds Xxxxxx’s use and occupancy of Tenant’s Property Policy the Premises (if Tenant is still occupying the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as Premises), provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b)however, Landlord shall have no interest not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any Insurance Proceeds way from such damage or policies of insurance maintained by Tenant at or which pertain in whole or in part the repair thereof. Without limiting Landlord’s obligations under the preceding sentence, all repair, restoration and rebuilding shall be substantially completed within the relevant Estimated Restoration Period (subject to the Property. Tenant shall beextension for force majeure), and if such repair, restoration and rebuilding is not substantially completed within the relevant Estimated Restoration Period (subject to extension for any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”force majeure), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at as its optionsole and exclusive remedy, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof of such termination to Landlord no later earlier than ninety sixty (9060) days following after the date expiration of the Casualty; following relevant Estimated Restoration Period (subject to extension for any such force majeure) unless said repair is substantially completed prior to Tenant’s delivery of said termination notice. Rent shall proportionately xxxxx during the time that the Premises or any part thereof cannot be reasonably used by Tenant in the ordinary conduct of its business by reason of any such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates damage thereto (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of terminationresulting restoration or repair work). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Apyx Medical Corp
Restoration. In (a) If, at any time during the case Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of any such damage to or destruction as to the amount of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements (or construct such replacement Improvements Premises, as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans applicable (the “Restoration WorkPeriod”). The If the Restoration Work by Tenant shall be commenced promptly following Period is estimated to exceed 12 months from the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in date that Landlord obtains all material respects. The net proceeds of Tenant’s Property Policy required permits to perform the restoration (the “Insurance ProceedsMaximum Restoration Period”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of such damage or destruction. Unless Landlord so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding any improvements installed by Tenant or by Landlord and paid for by Tenant unless covered by the insurance Landlord maintains as an Operating Expense hereunder, in which case such improvements shall be included, to the extent of such insurance proceeds, in Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Damage Notice Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to Landlordproceed with such repair and restoration, Tenant in which event Landlord shall deliver be relieved of its obligation to Landlord a written notice (a “Restoration Work Notice”) containing make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) a description discovery of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work damage or another developer reasonably acceptable to Landlorddestruction, and (ii) an estimate of the amount of the Insurance Proceeds that date all required Hazardous Materials Clearances are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contraryobtained, if a substantial portion of the Property is damaged but Landlord shall retain any Rent paid and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received Rent payable by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to election by Landlord or Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
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Restoration. In If this Lease shall not be terminated pursuant to Section 8.2, Landlord shall thereafter use due diligence to restore the Premises (excluding the Improvement Work and other alterations, additions or improvements made or installed by Tenant or on Tenant's behalf, and Tenant's FF&E) to proper condition for Tenant's use and occupation, but Landlord's restoration obligation shall only be to the extent of available insurance proceeds or taking award, as the case of any damage may be. Any mortgage encumbering the Premises shall permit insurance proceeds to or destruction be used for restoration, subject to the customary construction loan disbursement procedures of the Improvements mortgagee and further provided that such mortgage is not in default. Landlord's obligation to restore the Premises shall not include Tenant's personal property or the FF&E or any alterations, additions or improvements made or installed by CasualtyTenant or on Tenant's behalf, but such insurance proceeds may be used by Tenant to replace the Improvement Work and other alterations, additions or improvements made or installed by Tenant or on Tenant's behalf, but only to the extent of the availability of insurance proceeds for same after applying the insurance proceeds which are required for the restoration of the base Building. If such insurance proceeds are insufficient Tenant may, at its option, pay for the remainder of the restoration at its own sole cost and expense. If, for any reason, such restoration shall not be substantially completed within six (6) months (which six-month period shall be extended for such periods of time, not to exceed sixty (60) days in the aggregate, as Landlord is prevented from proceeding with or completing such restoration for any cause beyond Landlord's reasonable control) from the date of the casualty or the effective date of the taking, Tenant shall use its best efforts to, have the right to terminate this lease by giving written notice to Landlord thereof within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date expiration of delivery such period (as so extended). This Lease shall cease and come to an end without further liability or obligation on the part of either party thirty (30) days after the Damage Notice to giving of such notice unless, within such 30-day period, Landlord substantially completes such restoration. Such right of termination shall be Tenant's sole and exclusive remedy at law or in equity for Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost 's failure so to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leaserestoration.
Appears in 1 contract
Samples: Agreement of Sublease (Inktomi Corp)
Restoration. In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in at any time during the Damage NoticeTerm, the Project or the Premises are damaged or destroyed by a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work fire or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Noticeother insured casualty, Landlord shall notify Tenant in writing whether within 45 days after discovery of such damage as to the amount of time Landlord agrees reasonably estimates it will take to fund restore the Project or the Premises, as applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such shortfallnotice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any failure deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to timely provide proceed with such repair and restoration or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord and Tenant shall be deemed an relieved of their respective obligations hereunder obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to fund be done by Landlord. Notwithstanding the shortfallforegoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Any Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such restoration (for any reason other than Landlord’s failure to maintain the insurance required to be maintained by Landlord pursuant to this Section 11 17). Rent shall be exercisable abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant by delivering written notice thereof bears to Landlord no later than ninety (90) days following the date total area of the Casualty; following Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable, in Tenant’s delivery reasonable discretion, for the temporary conduct of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to LandlordTenant’s business. In the event that no Hazardous Material Clearances are required to be obtained by Tenant timely notifies Landlord that it elects with respect to terminate this Lease in accordance with the terms Premises, rent abatement shall commence on the date of this Section 11discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, then, notwithstanding anything contained and except as provided in this Section 18, Tenant waives any right to terminate the contraryLease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any Insurance Proceeds which Tenant has received and all damage to, or is entitled to receive in connection with destruction of, all or any part of the CasualtyPremises, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds that relate Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 1 contract
Restoration. In If, at any time during the case of any damage to Term, the Project or destruction of the Improvements Premises are damaged or destroyed by Casualtya fire or other insured casualty, Landlord shall notify Tenant shall use its best efforts to, within one hundred eighty (180) 60 days after discovery of such Casualty, damage as to the amount of time Landlord reasonably estimates it will take to restore the affected portion of Project or the Improvements Premises, as applicable (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration WorkPeriod”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to If the Restoration Work and then as provided in any Leasehold Mortgage and if there Period is no Leasehold Mortgage, paid estimated to Tenant. Except as set forth below in this Section 11(bexceed 12 months (“Maximum Restoration Period”), Landlord shall have no interest may, in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part such notice, elect to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, terminate this Lease as indicated in the Damage Notice, a substantial portion of the Property date that is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) 75 days after the date of delivery discovery of the Damage Notice such damage or destruction; provided, however, that notwithstanding Landlord’s election to Landlordrestore, Tenant shall deliver may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a written notice (from Landlord estimating a “Restoration Work Notice”) containing (i) a description of Period for the Premises longer than the Maximum Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Period. Unless either Landlord or Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant unless covered by the insurance Landlord maintains as an Operating Expense hereunder, in which case such improvements shall be included, to the extent of such insurance proceeds, in Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord or Tenant may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it being expressly acknowledged will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and agreed restored, in the proportion that all the area of the Premises, if any, that is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amountbusiness. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice Such abatement shall be deemed an election by Landlord not to fund the shortfall. Any sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease pursuant to by reason of damage or casualty loss. The provisions of this Lease, including this Section 11 shall be exercisable by 18, constitute an express agreement between Landlord and Tenant by delivering written notice thereof with respect to Landlord no later than ninety (90) days following the date any and all damage to, or destruction of, all or any part of the Casualty; following Tenant’s delivery of such noticePremises, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, or any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any other portion of the Insurance Proceeds Project, and any statute or regulation that relate is now or may hereafter be in effect shall have no application to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt any damage or destruction to all or any part of such Insurance Proceedsthe Premises or any other portion of the Project, to the extent not received by Tenant prior parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Leasematters.
Appears in 1 contract
