Landlords Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the Intention to Transfer Notice) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to # a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or # a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the Contemplated Transfer Space), the contemplated date of commencement of the Contemplated Transfer (the Contemplated Effective Date), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the Recapture Notice) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, # Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, # the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and # this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the Six Month Period) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.
Landlords Restoration Obligation. If any portion of the Building shall be damaged or destroyed by fire or other casualty (collectively, Casualty), Tenant shall give immediate written notice thereof to Landlord. Unless this Lease is terminated as provided in Paragraph 25.3 or Paragraph 25.3, Landlord shall, to the extent that insurance proceeds are available to Landlord therefor, proceed to repair and restore the damage (Landlords Restoration Work), with reasonable diligence and promptness, given the nature of the damage to be repaired, to substantially the same condition existing prior to the Casualty except for modifications required by zoning and building codes and other Applicable Laws and subject to reasonable delays for insurance adjustments, compliance with zoning laws, building codes, and other Applicable Laws and Force Majeure Events. Landlords Restoration Work does not include repair and restoration of the Tenant Improvements or subsequent Alterations made by Tenant or repair and restoration to Tenants equipment, furniture, furnishings, trade fixtures or personal property. Unless this Lease is terminated as provided in Paragraph 25.3 or Paragraph 25.4, if and to the extent that any damaged Tenant Improvements or Alterations must be removed in order for Landlord to effect Landlords Restoration Work or to eliminate any hazard or nuisance resulting from such damaged Tenant Improvements or Alterations, then, after Landlord gives Tenant access for that purpose, Tenant shall proceed with reasonable diligence, given the nature of the work, to remove such damaged Tenant Improvements or Alterations in accordance with Applicable Laws, subject to reasonable delays for insurance adjustments and Force Majeure Events.
Landlords Termination Right. In the event of any of the following circumstances, Landlord may elect either to terminate this Lease or to perform Landlords Restoration Work, as more particularly described in Paragraph 25.1:
Landlord Indemnification of Tenant. Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Claims suffered or claimed against Tenant as a result of: # Landlords or any Landlords Representatives use or control of the common areas of the Condominium and the Building Structure and Systems; # grossly negligent act or omission or willful misconduct of Landlord or any Landlords Representative on or about the Premises or the Condominium, or # any breach of Landlords obligations under this Lease. In no event, however, shall Landlord have any liability to Tenant for interruption or loss to Tenants business or any indirect or consequential damages or for any liability covered by any insurance policy carried (or required by this Lease to be carried) by Tenant or such person.
Landlord and Storage Agreements. Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof, provide Agent with copies of all future written agreements, between a Borrower and any landlord, warehouseman, processor, shipper, bailee or other Person that, individually or collectively, owns any premises at which any Collateral in excess of in the aggregate may be kept or that otherwise may possess or handle any Collateral.
As additional consideration for this Agreement:
Section # Exculpation; Indemnification. The Company shall exculpate and indemnify each Protected Person in accordance with [[Sections 4.06 and 4.07]7]]7] of the LLC Agreement.
PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has approved certain discharge, release, exculpation, injunction, and related provisions in [Article VIII] of the Plan.
“Customary Non-Recourse Carve-Outs” means, with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for fraud, misrepresentation, misapplication of funds, waste, environmental claims, voluntary bankruptcy, collusive involuntary bankruptcy, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily excluded by institutional from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.
General; Landlords Termination Right. If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then, Landlord shall, within forty five (45) days after Landlord is first able to gain access to the Building and the Premises following the occurrence of the damage or destruction described in [Section 17.1], provide a written notice to Tenant (the Repair Estimate Notice) including # an estimated date upon which the repair or restoration required of Landlord will be substantially completed (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) (the Estimated Repair Completion Date), and # commercially reasonable back-up documentation (i.e., report or certification issued by a reputable and duly licensed insurance claims adjuster, architect or engineer, as applicable). Unless this Lease is terminated by Landlord or Tenant as hereinafter provided, then Landlord shall diligently repair and restore # the Premises and the Landlords Work, but excluding any other Alterations or any other contents of the Premises, including, without limitation, Tenants trade fixtures, decorations, furnishings, equipment or personal property, and # the Building, including, without limitation, all Property Common Areas and the Amenities), in each case to substantially the same condition they were in prior to such damage or destruction; provided, however, that if the Estimated Repair Completion Date set forth in the Repair Estimate Notice exceeds one (1) year after the date Landlords repairs are expected to commence, then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable for the Permitted Use while such repair and restoration are being made; provided, however, that # if such damage or destruction was caused by the willful misconduct of Tenant or any employee of Tenant, then Tenant shall not be entitled to any such rent reduction . After receipt of its insurance proceeds, Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building it is required to perform hereunder; provided, however, that # if such damage or destruction was caused by the negligence or willful misconduct of Tenant or any Agent, then Tenant shall pay Landlords deductible and the amount by which such expenses exceed such deductible and the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by [Section 13.3], that Landlord would have received to the extent Landlord maintained such insurance required by [Section 13.3]), and # Landlord shall not be required to repair or restore any Tenant Items (except to the extent Landlord receives proceeds therefor from Tenants insurance), any Alterations or any other contents of the Premises (including, without limitation, Tenants trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, provided that Landlord contemporaneously terminates the leases of all other tenants in the Commercial/Garage Unit, Landlord shall have the right to terminate this Lease if # insurance proceeds plus deductibles are insufficient to pay all or substantially all of the cost of such repair and restoration (so long as Landlord maintains the insurance required by [Section 13.3]), # the holder of any Mortgage fails or refuses to make any material portion of such insurance proceeds available for such repair and restoration, # zoning or other applicable Laws or regulations do not permit such repair and restoration of the Building to substantially the same condition as existing prior to the fire or other casualty, or # the damage to the Commercial/Garage Unit exceeds thirty-five percent (35%) of the replacement value of the Commercial/Garage Unit.
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