Abatement. If Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the payment thereof, Tenant, at its sole cost and expense, shall be entitled to seek an abatement from time to time of such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatement.
Appears in 2 contracts
Samples: Lease (Mercury Computer Systems Inc), Lease (Mercury Computer Systems Inc)
Abatement. If Subject to the terms and conditions of this Section, Tenant shall deem itself aggrieved by any such tax or charge and shall elect to contest the payment thereof, Tenant, at its sole cost and expense, shall be entitled to seek an a total of five (5) full calendar months of abatement from time to time of such Taxes Base Rent and Landlord shallTenant's Proportionate Share of Operating Expenses during the following periods (collectively, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall the "Abatement Period"): (ia) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration January 1, 2020, through April 30, 2020, inclusive (i.e., a period of the Term of the Leasefour (4) full calendar months), and (vb) the month of July, 2029 (i.e., a period of one (1) full calendar month). The total amount of Base Rent and Tenant's Proportionate Share of Operating Expenses abated during the Abatement Period is referred to herein as the "Abated Amount". Such abatement shall apply solely to payment of the monthly installments of Base Rent and Tenant's Proportionate Share of Operating Expenses, but shall not dismiss such claim (be applicable to any other than charges, expenses or costs payable by Tenant under the Amended Lease. Landlord and Tenant agree that the abatement of the Abated Amount contained in connection with a settlement which must first be approved this Section is conditional and is made by Landlord where required in reliance upon Tenant's faithful and continued performance of the terms, conditions and covenants of the Amended Lease and the payment of all monies due Landlord thereunder. In the event that Tenant defaults under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice terms and opportunity conditions of the Amended Lease, then Tenant shall no longer be entitled to assume any portion of the prosecution Abated Amount pursuant to this Section from and after such date of default, and the unamortized portion of that portion of the Abated Amount received by Tenant as of such claimdate of default (amortized on a straight-line basis over the last seventy-nine (79) months of the Extended Term) shall become fully liquidated and immediately due and payable (without limitation and in addition to any and all other rights and remedies available to Landlord provided herein or at law and in equity). At any time prior to or during the Abatement Period (or any portion thereof), Landlord shall have the right option to make a cash payment (the "Buyout Payment") to Tenant in the amount of the remaining Abated Amount, discounted at its own cost and expense to file an application for abatement the rate of Taxes only if either ten percent (a10%) at least thirty (30) days prior to per annum from the last day for filing an application for abatement of real estate or personal property taxes for any yearthe applicable Abatement Period to the first day of the month during which the Buyout Payment is made. Upon Landlord's tender of the Buyout Payment, Tenant shall no longer be entitled to the Abated Amount pursuant to this Section. Landlord shall give Tenant notice that it desires exercise its option to file an application for abatement and buy out the Abated Amount by delivering at least ten (10) days days' prior to the last day for filing such application Tenant has not given Landlord written notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong thereof to Tenant, provided that in no event and shall Tenant be entitled make the Buyout Payment to receive more than the payments made by Tenant on account of Taxes for or about the date set forth in such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementnotice.
Appears in 1 contract
Samples: Office Building Lease Agreement (Sunnova Energy International Inc.)
Abatement. If Tenant shall deem itself aggrieved by Notwithstanding anything to the contrary contained in this Lease, if Tenant's use of all or a material part of the Premises is materially impaired due to any of the causes identified in subparagraphs (i) through (v) below ("Eligible Causes") and such disruption materially interferes with the conduct of Tenant's business in the Premises for three (3) consecutive business days or twenty (20) days in any calendar year (such three (3) consecutive business day period or twenty (20) day period, as applicable, is referred to herein as the "Eligibility Period"), as any such tax or charge and shall elect Eligibility Period may be extended due to contest the payment thereofForce Majeure Delays (as defined in Section 32.15 of this Lease), Tenant, at its sole cost and expense, then Tenant shall be entitled to seek an equitable abatement of Monthly Basic Rent and additional rent under this Lease based upon the portion of the Premises affected thereby (provided that if the operation of Tenant's business from time to time the remainder of such Taxes the Premises not affected thereby is not reasonably practicable under the circumstances and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewithfact does not operate for business from the remainder of the Premises, provided that Tenant all Monthly Basic Rent and additional rent under this Lease shall reimburse Landlord for its out be subject to such abatement) from the commencement of pocket costs thereforthe Eligibility Period until the applicable material impairment is cured. If Tenant files an abatement applicationAs used herein, Tenant "Eligible Causes" shall mean (i) promptly provide a copy thereof an interruption of utility or mechanical services to Landlordthe Premises, (ii) diligently pursue such applicationan inability to access the Premises or parking areas within the Project which Tenant is entitled to use pursuant to this Lease unless resulting from governmental mandate, (iii) keep entry upon the Premises by Landlord informed of the status thereof in writingor Landlord's employees, agents or contractors, (iv) with respect repairs, maintenance or other work required to claims relating be made to a Tax Year the Premises or Building which falls entirely or partially within are the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval responsibility of Landlord (under this Lease or which may be withheld in otherwise are performed by or on behalf of Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and and/or (v) not dismiss such claim (Landlord's failure to conduct repairs, maintenance or other than in connection with a settlement which must first work required to be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior made to the last day for filing an application for abatement Premises or Building which are the responsibility of real estate Landlord under this Lease or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, which otherwise are performed by or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration on behalf of Landlord. Any impairment of Tenant's use of the Term Premises resulting from acts or omissions of Tenant or any of Tenant's Parties (as defined in Section 6.4 below) shall not constitute Eligible Causes. The provisions of this Section 3.3 shall not, however, apply in the Lease and Tenant has not furnished event of a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with casualty governed by the moving party provisions of Section 18 below or in prosecuting any abatement. Any Taxes that are refunded, reimbursed the event of a taking or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than condemnation governed by the payments made by Tenant on account provisions of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementSection 19 below.
Appears in 1 contract
Samples: Office Lease (Willdan Group, Inc.)
Abatement. If An “Abatement Event” shall be defined as an event that prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide utilities or services to the Premises, where (i) Tenant does not actually use the Premises or such portion thereof, and (ii) such event is caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Tenant shall deem itself aggrieved by give Landlord and any mortgagee of Landlord (of whom Tenant is notified) notice (“Abatement Notice”) of any such tax Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses shall be abated entirely or charge reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and shall elect to contest does not use, the payment Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Operating Expenses, at its sole cost Insurance Expenses, Utility Expenses and/or Tax Expenses for the entire Premises shall be abated entirely for such time as Tenant continues to be so prevented from using, and expensedoes not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be entitled payable by Tenant from the date Tenant reoccupies such portion of the Premises. Notwithstanding anything to seek an abatement from time to time the contrary contained herein, if Landlord is diligently pursuing the repair of such Taxes utilities or services and Landlord shall, upon provides substitute services reasonably suitable for Tenant’s written request, purposes as reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to determined by Landlord, (ii) diligently pursue such applicationfor example bringing in portable air conditioning or heating equipment, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may then there shall be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for no abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement Base Rent or Tenant’s Share of real estate or personal property taxes for any yearOperating Expenses, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such applicationInsurance Expenses, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatement.Amberglen
Appears in 1 contract
Samples: Office Lease (Planar Systems Inc)
Abatement. If Landlord shall receive a tax abatement or refund of Taxes with respect to any Tax Year, which is not due to vacancies in the Building, then, if Tenant shall deem itself aggrieved by have made any such tax or charge and shall elect to contest the payment payments on account thereof, Tenant, at Landlord shall pay to Tenant its sole cost and expense, shall be entitled to seek an abatement from time to time share of any balance remaining thereof after deducting Landlord's expenses reasonably incurred in obtaining such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, refund provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide there does not then exist a copy thereof to LandlordDefault of Tenant, and (ii) diligently pursue such application, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant either be entitled to receive more than the payments made by Tenant on account of Tax Increases for such Year pursuant to paragraph (c) of Section 8.1 or receive any repayment or abatement of Annual Fixed Rent if Taxes for such Tax Yearany year are less than Base Real Estate Taxes. Landlord is not currently seeking an abatement of Taxes. If Landlord receives any refundelects not to seek a tax abatement or refund in a particular fiscal year, reimbursement or Tenant may elect to do so; however, Tenant shall keep Landlord informed in writing of all aspects of the abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then proceedings and Landlord shall pay have a right of approval over any abatement settlement, which approval shall not be unreasonably withheld, delayed or conditioned. In no event may Tenant seek an abatement on terms which would allocate abated taxes or refunds disproportionately to years in which the Tenant is responsible for the payment of a Tax Increase. Landlord agrees that it shall, at Tenant's expense, cooperate with and support any application by Tenant for a tax abatement or refund; such cooperation shall include, without limitation, the co-signing of all applications, providing Tenant with historic operating cost and tax data for the Premises, and providing such funds to Tenant after deducting other support as may be necessary and uniquely available from Landlord as the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementowner of the Property.
Appears in 1 contract
Samples: Genzyme Corp
Abatement. If Notwithstanding anything to the contrary contained in this Lease, in the event that Tenant shall deem itself aggrieved by is prevented from using, and does not use, the Premises or any such tax or charge and shall elect to contest the payment portion thereof, Tenant, at its sole cost and expense, shall be entitled to seek an abatement from time to time as a result of such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement negligent acts or willful misconduct of real estate Landlord or personal property taxes for any yearits agents, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such applicationcontractors or employees, or (b) the abatement relates presence of Hazardous Materials in, on or around the Project which were not caused or introduced by Tenant and which Hazardous Materials pose a material and significant health risk to a Tax Year that falls entirely occupants of the Premises (each, an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for three (3) consecutive business days after Landlord's receipt of any such notice (the “Eligibility Period”), then the Monthly Basic Rent and all additional rent shall be abated or partially within or reduced, as the case may be, after the one (1) year period immediately preceding the expiration of the Term Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the Lease portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant has is prevented from using, and does not furnished use, a timely portion of the Premises for a period of time in excess of the Eligibility Period and effective Extension Notice. Both Landlord the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, in Tenant's judgment reasonably exercised, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Monthly Basic Rent and all additional rent for the entire Premises shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies (other than to effectuate repairs or reinstate its furniture, fixtures and equipment and personal property) any Tax Year portion of the Premises during such period, the rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made payable by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants date Tenant reoccupies (other than to effectuate repairs or reinstate its furniture, fixtures and attorneys equipment and all other reasonable out-of-pocket costs incurred by Landlord in obtaining personal property) such refund, reimbursement or abatementportion of the Premises.
Appears in 1 contract
Abatement. If An “Abatement Event” shall be defined as an event that prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide services or access to the Premises, where (i) Tenant does not actually use the Premises or such portion thereof, and (ii) such event is caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors or the performance of Renovations pursuant to Section 29.18. Tenant shall deem itself aggrieved by give Landlord and any mortgagee of Landlord (of whom Tenant is notified) notice (“Abatement Notice”) of any such tax Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent and Tenant’s Share of Operating Expenses, Utility Expenses and/or Tax Expenses shall be abated entirely or charge reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and shall elect to contest does not use, the payment Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Operating Expenses, at its sole cost Utility Expenses and/or Tax Expenses for the entire Premises shall be abated entirely for such time as Tenant continues to be so prevented from using, and expensedoes not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent and Tenant’s Share of Operating Expenses, Utility Expenses and/or Tax Expenses allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be entitled payable by Tenant from the date Tenant reoccupies such portion of the Premises. Notwithstanding anything to seek an abatement from time to time the contrary contained herein, if Landlord is diligently pursuing the repair of such Taxes utilities or services and Landlord shall, upon provides substitute services reasonably suitable for Tenant’s written request, purposes as reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to determined by Landlord, (ii) diligently pursue such applicationfor example bringing in portable air conditioning or heating equipment, (iii) keep Landlord informed then there shall be no abatement of the status thereof in writingBase Rent or Tenant’s Share of Operating Expenses, (iv) with respect to claims relating to Utility Expenses and/or Tax Expenses. The term “Eligibility Period” shall mean a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and five (v5) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) consecutive business days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatement.after
Appears in 1 contract
Abatement. If Tenant shall deem itself aggrieved by any such tax all or charge and shall elect to contest part of the payment thereof, Tenant, at its sole cost and expense, Premises shall be entitled rendered untenantable by reason of a Casualty, the Base Rent and the Additional Rent under Section 4.2 shall be abated in the proportion that the untenantable area of the Premises bears to seek an abatement the total area of the Premises, for the period from time the date of the Casualty to time the earliest of such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide the date Landlord shall have substantially completed its repair and restoration of that portion of the Premises Landlord is required by this Lease to repair and restore (provided, that if Landlord would have completed its repair and restoration at an earlier date but for Tenant having failed to cooperate with Landlord in effecting such repairs or restoration or collecting Two Xxxxx Center – Bluestem Pipeline, LLC Lease insurance proceeds, then the Premises shall be deemed to have been repaired and restored on such earlier date and the abatement shall cease) or(ii) the date Tenant or any subtenant reoccupies a copy thereof portion of the Premises (in which case the Base Rent and the Additional Rent allocable to Landlordsuch reoccupied portion shall be payable by Tenant from the date of such occupancy) or (iii) the date the Premises is made tenantable (provided, that if the Premises would have been tenantable at an earlier date but for Tenant having failed to cooperate with Landlord in effecting repairs or restoration or collecting insurance proceeds, then the Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease). Notwithstanding any provision contained in this Lease to the contrary, (x) there shall be no abatement with respect to any portion of the Premises which has not been rendered untenantable by reason of a Casualty and which is accessible, whether or not other portions of the Premises are untenantable, and (y) any abatement of Rent applicable to any portion of the Premises which was rendered untenantable by reason of a Casualty shall cease on the earliest of the dates referred to in clauses (i), (ii) diligently pursue such application, or (iii) keep Landlord informed of the status thereof in writingpreceding sentence provided such portion is accessible, (iv) with respect to claims relating to a Tax Year which falls entirely whether or partially within the last three (3) Lease Years not other portions of the TermPremises remain untenantable. Landlord’s determination of the date such repair and restoration to the Premises shall have been substantially completed or the date the Premises is made tenantable shall be controlling unless Tenant disputes same by notice to Landlord given within 10 days after such determination by Landlord, not settle and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any such claim thereof act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the priorCasualty, written approval of Landlord (then, without prejudice to any other remedies which may be withheld in Landlord’s sole but reasonable discretionavailable against Tenant, provided that Landlord there shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for no abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement Rent. Nothing contained in this Section 10 shall relieve Tenant from any liability that may exist as a result of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementCasualty.
Appears in 1 contract
Samples: Office Lease (Quest Resource Corp)
Abatement. If Tenant shall deem itself aggrieved by any such tax Notwithstanding anything to the contrary contained in this Lease, in the event Tenant's use of all or charge and shall elect to contest the payment thereof, Tenant, at its sole cost and expense, shall be entitled to seek an abatement from time to time of such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed material part of the status thereof Building is materially impaired, for any reason other than the acts or omissions of Tenant or any of the Tenant Parties, such that the disruption materially and adversely interferes with the conduct of Tenant's business in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last Building for three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior consecutive business days after written notice and opportunity from Tenant to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior after written notice from Tenant to Landlord in any twelve (12) month period (such three (3) consecutive business day period or ten (10) day period after written notice from Tenant to Landlord, as applicable, is referred to herein as the "Eligibility Period"), due to (i) an interruption of utility or mechanical services to the last day for filing such application Tenant has not given Building (A) caused by the negligence or misconduct of a Landlord notice that it shall file such applicationParty, or (bB) which is covered by Landlord's rental loss insurance policy, (ii) an inability to access the Building or Parking Areas (A) due to actions of a Landlord Party, or (B) which is covered by Landlord's rental loss insurance policy, (iii) the abatement relates performance of repairs, maintenance or other work required to a Tax Year that falls entirely be made to the Building which are the responsibility of Landlord under this Lease or partially within which otherwise are performed by or after on behalf of Landlord, and/or (iv) Landlord's failure to perform repairs, maintenance or other work required to be made to the one (1) year period immediately preceding Building which are the expiration responsibility of the Term Landlord under this Lease or which otherwise are performed by or on behalf of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Landlord, then Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or an equitable abatement of Taxes Monthly Base Rent under this Lease based upon the portion of the Building affected thereby (provided that if the operation of Tenant's business from the remainder of the Building not affected thereby is not reasonably practicable under the circumstances and Tenant in fact does not operate for business from the remainder of the Building, all Monthly Base Rent (but not additional rent) under this Lease shall be subject to such abatement) from the commencement of the Eligibility Period until the applicable material impairment is cured. The provisions of this Section 5(d) shall not, however, apply in the event of a casualty governed by the provisions of Section 18 below or sum in lieu thereof with respect the event of a taking or condemnation governed by the provisions of Section 19 below. No abatement of rent shall apply to any Tax Year, then Landlord shall pay all such funds to portion of the Building which is not physically occupied and actually used by the Tenant after deducting from during the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementEligibility Period.
Appears in 1 contract
Abatement. If Tenant shall deem itself aggrieved by Notwithstanding anything to the contrary contained in this Lease, if Tenant’s use of all or a material part of the Premises is materially impaired due to any of the causes identified in subparagraphs (i) through (v) below (“Eligible Causes”) and such disruption materially interferes with the conduct of Tenant’s business in the Premises for five (5) consecutive business days or twenty (20) days in any twelve (12) month period (such five (5) consecutive business day period or twenty (20) day period, as applicable, is referred to herein as the “Eligibility Period”), as any such tax or charge and shall elect Eligibility Period may be extended due to contest the payment thereofForce Majeure Delays (as defined in Section 32.17 of this Lease), Tenant, at its sole cost and expense, then Tenant shall be entitled to seek an equitable abatement of Monthly Base Rent and Additional Rent under this Lease based upon the portion of the Premises affected thereby (provided that if the operation of Tenant’s business from time the remainder of the Premises not affected thereby is not reasonably practicable under the circumstances and Tenant in fact does not operate for business from the remainder of the Premises, all Monthly Base Rent and Additional Rent under this Lease shall be subject to time such abatement) from the commencement of the Eligibility Period until the applicable material impairment is cured; provided, however, that if Landlord is diligently pursuing the repair of such Taxes utilities or services and Landlord shall, upon provides substitute services reasonably suitable for Tenant’s written requestpurposes, reasonably cooperate with Tenant such as for example, bringing in connection therewithportable air-conditioning equipment, provided that Tenant then there shall reimburse Landlord for its out not be any abatement of pocket costs thereforRent. If Tenant files an abatement applicationAs used herein, Tenant “Eligible Causes” shall mean (i) promptly provide a copy thereof an interruption of utility or mechanical services to Landlordthe Premises, (ii) diligently pursue such applicationan inability to access the Premises or parking areas within the Project which Tenant is entitled to use pursuant to this Lease unless resulting from governmental mandate, (iii) keep entry upon the Premises by Landlord informed of the status thereof in writingor Landlord’s employees, agents or contractors, (iv) with respect repairs, maintenance or other work required to claims relating be made to a Tax Year the Premises or Building which falls entirely or partially within are the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval responsibility of Landlord (under this Lease or which may be withheld in otherwise are performed by or on behalf of Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and and/or (v) not dismiss such claim (Landlord’s failure to conduct repairs, maintenance or other than in connection with a settlement which must first work required to be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior made to the last day for filing an application for abatement Premises or Building which are the responsibility of real estate Landlord under this Lease or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, which otherwise are performed by or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration on behalf of Landlord. Any impairment of Tenant’s use of the Term Premises resulting from acts or omissions of Tenant or any of Tenant’s Parties shall not constitute Eligible Causes. The provisions of this Section 7.6 shall not, however, apply in the Lease event of a casualty or in the event of a taking or condemnation governed by the provisions of Sections 17 and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatement18 below.
Appears in 1 contract
Samples: Attornment Agreement (Inphi Corp)
Abatement. If An "Abatement Event" shall be defined as an event that prevents Tenant shall deem itself aggrieved by from using the Premises or any such tax or charge and shall elect to contest the payment portion thereof, Tenant, at its sole cost and expense, shall be entitled to seek an abatement from time to time as a result of such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly any failure to provide a copy thereof utilities or services to Landlordthe Premises, (ii) diligently pursue such applicationany repair, maintenance or alteration performed by Landlord after the Lease Commencement Date, and (iii) keep any failure to provide access to the Premises where, in each such case, Tenant does not actually use the Premises or such portion thereof, and such event is caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Tenant shall give Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle and any such claim thereof without the prior, written approval mortgagee of Landlord (of whom Tenant is notified) notice "Abatement Notice") of any such Abatement Event, and if such Abatement Event continues beyond the "Eligibility Period" (as that term is defined below), then the Base Rent and Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses shall be abated entirely or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which may Tenant is so prevented from effectively conducting its business herein, the Base Rent and Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses for the entire Premises shall be withheld abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent and Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Notwithstanding anything to the contrary contained herein, if Landlord is diligently pursuing the remediation of the failure described in clauses (i), (ii) or (iii) above, for example bringing in portable air conditioning or heating equipment, then there shall be no abatement of Base Rent or Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses. The term "Eligibility Period" shall mean a period of four (4) consecutive business days after Landlord’s sole but reasonable discretion's and Landlord's mortgagee's (if applicable), receipt of the applicable Abatement Notice (provided that Landlord will be provided additional time as required to remedy such event so long as Landlord is diligently attempting to remedy such Abatement Event and pursues such remedy to completion). Such right to xxxxx Base Rent and Tenant's Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses shall be Tenant's sole remedy for an Abatement Event. This Section 6.5 shall not withhold consent if the settlement does not establish the amount apply in case of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such applicationdamage to, or (b) destruction of, the abatement relates to a Tax Year that falls entirely Premises or partially within the Building, or after the one (1) year period immediately preceding the expiration any eminent domain proceedings which shall be governed by separate provisions of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementthis Lease.
Appears in 1 contract
Samples: Office Lease (INX Inc)
Abatement. Nothing contained in this Lease shall obligate --------- Landlord to seek any abatement of Property Taxes or a reduced assessment valuation. If Tenant shall deem itself aggrieved by any such tax or charge Property Taxes and shall elect wish to contest the payment thereof, Tenant shall notify Landlord of Tenant, at its sole cost and expense, shall be entitled 's desire to seek an abatement from time to time of such Taxes and Landlord shallabatement, upon and, at Tenant’s written 's request, reasonably cooperate with Tenant Landlord shall make payment of the amount in connection therewith, provided that question under protest. Tenant shall reimburse have the right to file an application for abatement of taxes after so notifying Landlord for its out of pocket costs thereforonly if Landlord has not filed such an application by the date that is five business days prior to the last day on which such an abatement application may be filed. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed of the status thereof in writing, (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years years of the Lease Term, not settle any such claim thereof without the prior, prior written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent to the expiration of the Term of the Leasebe unreasonably withheld or delayed), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) twenty days’ ' prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any If either party shall seek an abatement as provided with respect to Property Taxes, either party shall receive a refund of any portion of the Property Taxes that are refundedwith respect to which the payment was made by Tenant, reimbursed Tenant may retain (or abated Landlord shall credit to Tenant's account for any Tax Year shall belong payments of Rent next due or refund directly to Tenant, provided after expiration or earlier termination of the Lease Term) that in no event shall Tenant be entitled to receive more than portion of the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any net refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s all reasonable out-of-pocket expenses (including reasonable attorneys' fees for consultants and attorneys and all other reasonable out-of-pocket costs expenses incurred by Landlord in obtaining such refund, reimbursement that bears the same proportion to the entire net refund as the amount of the Property Taxes with respect to Property Taxes with respect to which the abatement was granted prior to abatement; provided, however, that Tenant shall not retain (and Landlord need not credit or abatementrefund to Tenant as aforesaid) more than the amount paid by Tenant for the Tax Year in question. Any balance received by Tenant in excess of the amount to be retained by Landlord shall be paid by Tenant to Landlord within ten days after Tenant receives the refund.
Appears in 1 contract
Abatement. If Notwithstanding anything to the contrary contained in this Lease, in the event Tenant’s use of all or a part of the Premises is materially impaired, for any reason other than the acts or omissions of Tenant shall deem itself aggrieved or any of the Tenant Parties (as defined in Section 1(u) above), such that the disruption materially and adversely interferes with the conduct of Tenant’s business in the Premises for five (5) consecutive business days after written notice from Tenant to Landlord or twenty (20) days after written notice from Tenant to Landlord in any twelve (12) month period (such five (5) consecutive business day period or twenty (20) day period after written notice from Tenant to Landlord, as applicable, is referred to herein as the “Eligibility Period”), due to (i) an interruption of utility or mechanical services to the Premises, (ii) an inability to access the Premises or parking areas within the Project which Tenant is entitled to use pursuant to this Lease unless resulting from governmental mandate, (iii) repairs, maintenance or other work required to be made to the Premises or Building which are the responsibility of Landlord under this Lease or which otherwise are performed by any such tax or charge and shall elect on behalf of Landlord, and/or (iv) Landlord’s failure to contest perform repairs, maintenance or other work required to be made to the payment thereofPremises or Building which are the responsibility of Landlord under this Lease or which otherwise are performed by or on behalf of Landlord, Tenant, at its sole cost and expense, then Tenant shall be entitled to seek an equitable abatement from time to time of such Taxes Monthly Base Rent and Landlord shall, additional rent under this Lease based upon the portion of the Premises affected thereby (provided that if the operation of Tenant’s written request, business from the remainder of the Premises not affected thereby is not reasonably cooperate with practicable under the circumstances and Tenant in connection therewith, provided that Tenant shall reimburse Landlord fact does not operate for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed business from the remainder of the status thereof in writingPremises, (ivall Monthly Base Rent and additional rent under this Lease shall be subject to such abatement) with respect to claims relating to a Tax Year which falls entirely or partially within from the last three (3) Lease Years commencement of the TermEligibility Period until the applicable material impairment is cured. The provisions of this Section 5(d) shall not, not settle any such claim thereof without however, apply in the prior, written approval event of Landlord (which may be withheld a casualty governed by the provisions of Section 19 below or in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish event of a taking or condemnation governed by the amount provisions of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementSection 20 below.
Appears in 1 contract
Abatement. If An “Abatement Event” shall be defined as an event that prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide utilities or services to the Premises, where (i) Tenant does not actually use the Premises or such portion thereof, and (ii) such event is caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Tenant shall deem itself aggrieved by give Landlord and any mortgagee of Landlord (of whom Tenant is notified) notice (“Abatement Notice”) of any such tax Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses shall be abated entirely or charge reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and shall elect to contest does not use, the payment Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Operating Expenses, at its sole cost Insurance Expenses, Utility Expenses and/or Tax Expenses for the entire Premises shall be abated entirely for such time as Tenant continues to be so prevented from using, and expensedoes not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be entitled payable by Tenant from the date Tenant reoccupies such portion of the Premises. Notwithstanding anything to seek an abatement from time to time the contrary contained herein, if Landlord is diligently pursuing the repair of such Taxes utilities or services and Landlord shall, upon provides substitute services reasonably suitable for Tenant’s written requestpurposes, reasonably cooperate with Tenant for example bringing in connection therewithportable air conditioning or heating equipment, provided that Tenant then there shall reimburse Landlord for its out be no abatement of pocket costs thereforBase Rent or Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses. If Tenant files an abatement applicationThe term “Eligibility Period” shall mean a period of five (5) consecutive days after Landlord’s and Landlord’s mortgagee’s (if applicable), Tenant shall (i) promptly provide a copy thereof to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed receipt of the status thereof in writing, applicable Abatement Notice (iv) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord will be provided additional time as required to remedy such event so long as Landlord is diligently attempting to remedy such Abatement Event and pursues such remedy to completion). Such right to xxxxx Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses shall be Tenant’s sole remedy for an Abatement Event. This Section 6.5 shall not withhold consent apply in case of damage to, or destruction of, the Premises or the Building, or any eminent domain proceedings which shall be governed by separate provisions of this Lease. Notwithstanding the foregoing, if the settlement does Landlord has not establish the amount cured an Abatement Event within ninety (90) days after receipt of Taxes for any period of time subsequent to the expiration notice thereof from Tenant and such Abatement Event renders a material portion of the Term of the Lease)Premises unusable, and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord Tenant shall have the right at its own cost and expense to file an application for abatement of Taxes only if either terminate this Lease by giving Landlord written notice thereof (athe “Termination Notice”) at least any time following the end of such 90-day period and prior to such time as Landlord has cured the Abatement Event; provided, however the Termination Notice shall be null and void, and this Lease shall not be terminated, if Landlord cures such Abatement Event Health Management Systems Corporate Point within thirty (30) days prior following receipt of the Termination Notice. Further, Tenant shall not have the right to terminate this Lease pursuant to the last day for filing an application for abatement terms of real estate this Section 6.5, if, as of the date of delivery by Tenant of the Termination Notice, (A) the first trust deed holder of the Building (the “Bank”) has recorded a notice of default on the Building or personal property taxes for any yearfiled a notice evidencing a legal action by the Bank against Landlord on the Building, Landlord shall give Tenant notice that it desires and (B) the Bank diligently proceeds to file an application for abatement and at least ten (10) days prior gain possession of the Premises and, to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration extent Bank does gain possession of the Term of Premises, the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong Bank diligently proceeds to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for cure such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementAbatement Event.
Appears in 1 contract
Samples: Office Lease (HMS Holdings Corp)
Abatement. If Tenant Notwithstanding anything to the contrary in this Lease contained, if the Premises shall deem itself aggrieved by lack any such tax service which Landlord is required to provide hereunder, or charge if Tenant's use and shall elect to contest occupancy of the payment thereof, Tenant, at its sole cost and expense, Premises shall be entitled disturbed in violation of Article 22 hereof (thereby rendering the Premises or a portion thereof substantially untenantable) such that, for the duration of the Landlord Service Interruption Cure Period (hereinafter defined), the continued operation in the ordinary course of Tenant's business is materially and adversely affected, and if Tenant ceases to seek an abatement from time to time use the affected portion of the Premises (the "AFFECTED PORTION") during the period of untenantability as the direct result of such Taxes and Landlord shalllack of service or disturbance, upon Tenant’s written request, reasonably cooperate with Tenant in connection therewiththen, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof ceases to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed use the Affected Portion during the entirety of the status thereof Landlord Service Interruption Cure Period and that such untenantability and Landlord's inability to cure such condition is not caused by the fault or neglect of Tenant, Tenant's agents, servants, employees, consultants, contractors, subcontractors, licensees and/or subtenants (collectively, the "TENANT PARTIES"), Yearly Rent, Building Operating Expenses and Taxes shall thereafter be abated in writingproportion to such untenantability until the day such condition is completely corrected. For purposes hereof, the "LANDLORD SERVICE INTERRUPTION CURE PERIOD" shall be defined as fifteen (iv15) with respect to claims relating to a Tax Year which falls entirely or partially within the last three (3) Lease Years consecutive business days after Landlord's receipt of written notice from Tenant of the Term, not settle any such claim thereof without condition causing untenantability in the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretionAffected Portion, provided however, that the Landlord Service Interruption Cure Period shall be twenty five (25) consecutive business days after Landlord's receipt of written notice from Tenant of such condition causing untenantability in the Affected Portion if either the condition was caused by causes beyond Landlord's control or Landlord is unable to cure such condition as the result of causes beyond Landlord's control. The provisions of this Section 8.6(b) shall not withhold consent if apply in the settlement does not establish the amount event of Taxes for any period of time subsequent to the expiration of the Term of the Leaseuntenantability caused by fire or other casualty, or Taking (hereinafter defined), and (v) not dismiss such claim (other than in connection with a settlement which must first shall be approved governed by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding the expiration of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementArticle 18 below.
Appears in 1 contract
Samples: Indenture of Lease (Tolerrx Inc)
Abatement. If Notwithstanding the foregoing, if there is a Service Failure which is (a) specific to the Building and/or Property (as opposed to an interruption or curtailment in essential services which extends beyond the Building or Property), (b) causes the Premises to be untenantable, (c) is caused solely by Landlord, and (d) lasts for more than five (5) consecutive Business Days after Landlord has notice of such Service Failure or otherwise prevents Tenant shall deem itself aggrieved by any such tax or charge and shall elect from reasonably being able to contest access the payment thereofPremises for more than five (5) consecutive Business Days after notice to Landlord, Tenant, at its sole cost and expense, shall then Tenant will be entitled to seek an abatement from time to time of such Taxes and Landlord shall, upon Tenant’s written request, reasonably cooperate with Tenant Basic Rent as provided in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs thereforthis Section 9.4. If Tenant files properly delivers such an abatement applicationnotice to Landlord, and the untenantability caused by the interruption is not remedied within such five (5) Business Day period, then, subject to the following sentence, Tenant shall thereafter be entitled to an abatement of Basic Rent and Additional Rent (i) promptly provide a copy thereof in proportion to Landlord, (ii) diligently pursue such application, (iii) keep Landlord informed the portion of the status thereof in writingPremises rendered untenantable by Service Failure) until such service is restored. Notwithstanding the foregoing, (iv) with respect if Basic Rent and Additional Rent are abated pursuant to claims relating to the preceding sentence for a Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may be withheld in Landlord’s sole but reasonable discretion, provided that Landlord shall not withhold consent if the settlement does not establish the amount of Taxes for any period of time subsequent ninety (90) consecutive days, then, unless otherwise mutually agreed to the expiration of the Term of the Lease)in writing between Landlord and Tenant, and (v) not dismiss such claim (other than Tenant shall elect, in connection with a settlement which must first be approved by writing delivered to Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least within ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such application, or (b) the abatement relates to a Tax Year that falls entirely or partially within or after the one (1) year period immediately preceding Business Days following the expiration of the Term such 90-day period, to either terminate this Lease as of the date of such notice or commence paying full Basic Rent and Additional Rent from and after the date of such notice as otherwise provided under this Lease. In the event Tenant fails to provide such written notice within the aforementioned 10-Business Day period, then in that event Tenant will be deemed to have elected not to terminate this Lease and Tenant has not furnished a timely and effective Extension Notice. Both and, unless otherwise mutually agreed to in writing between Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, will immediately return to paying full Basic Rent and Additional Rent as otherwise provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementunder this Lease.
Appears in 1 contract
Samples: Lease Agreement (Ryland Group Inc)
Abatement. If An “Abatement Event” shall be defined as an event that prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide utilities or services to the Premises, where (i) Tenant does not actually use the Premises or such portion thereof, and (ii) such event is caused by (A) the negligence or willful misconduct of Landlord, its agents, employees or contractors, or (B) Landlord’s exercise of its rights under Article 27 (other than pursuant to subsections (B) or (C) thereof). Tenant shall deem itself aggrieved by give Landlord and any mortgagee of Landlord (of whom Tenant is notified) notice (“Abatement Notice”) of any such tax Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses and/or Tax Expenses shall be abated entirely or charge reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and shall elect to contest does not use, the payment Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Operating Expenses, at its sole cost Insurance Expenses and/or Tax Expenses for the entire Premises shall be abated entirely for such time as Tenant continues to be so prevented from using, and expensedoes not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses and/or Tax Expenses allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be entitled payable by Tenant from the date Tenant reoccupies such portion of the Premises. Notwithstanding anything to seek an abatement from time to time the contrary contained herein, if Landlord is diligently pursuing the restoration of such Taxes utilities or services and Landlord shall, upon provides substitute services reasonably suitable for Tenant’s written request, purposes as reasonably cooperate with Tenant in connection therewith, provided that Tenant shall reimburse Landlord for its out of pocket costs therefor. If Tenant files an abatement application, Tenant shall (i) promptly provide a copy thereof to determined by Landlord, for example bringing in portable air conditioning or heating equipment, then there shall be no abatement of Base Rent or Tenant’s Share of Operating Expenses, Insurance Expenses and/or Tax Expenses. The term “Eligibility Period” shall mean a period of five (ii5) diligently pursue such applicationconsecutive business days after Landlord’s and Landlord’s mortgagee’s (if applicable), (iii) keep Landlord informed receipt of the status thereof in writingapplicable Abatement Notice. Such right to xxxxx Base Rent and Tenant’s Share of Operating Expenses, (iv) with respect to claims relating to a Insurance Expenses and/or Tax Year which falls entirely or partially within the last three (3) Lease Years of the Term, not settle any such claim thereof without the prior, written approval of Landlord (which may Expenses shall be withheld in LandlordTenant’s sole but reasonable discretion, provided that Landlord remedy for an Abatement Event. This Section 6.5 shall not withhold consent if the settlement does not establish the amount apply in case of Taxes for any period of time subsequent to the expiration of the Term of the Lease), and (v) not dismiss such claim (other than in connection with a settlement which must first be approved by Landlord where required under the preceding clause) without first giving Landlord at least thirty (30) days’ prior written notice and opportunity to assume the prosecution of such claim. Landlord shall have the right at its own cost and expense to file an application for abatement of Taxes only if either (a) at least thirty (30) days prior to the last day for filing an application for abatement of real estate or personal property taxes for any year, Landlord shall give Tenant notice that it desires to file an application for abatement and at least ten (10) days prior to the last day for filing such application Tenant has not given Landlord notice that it shall file such applicationdamage to, or (b) destruction of, the abatement relates to a Tax Year that falls entirely Premises or partially within the Building, or after the one (1) year period immediately preceding the expiration any eminent domain proceedings which shall be governed by separate provisions of the Term of the Lease and Tenant has not furnished a timely and effective Extension Notice. Both Landlord and Tenant shall reasonably cooperate with the moving party in prosecuting any abatement. Any Taxes that are refunded, reimbursed or abated for any Tax Year shall belong to Tenant, provided that in no event shall Tenant be entitled to receive more than the payments made by Tenant on account of Taxes for such Tax Year. If Landlord receives any refund, reimbursement or abatement of Taxes or sum in lieu thereof with respect to any Tax Year, then Landlord shall pay all such funds to Tenant after deducting from the balance thereof Landlord’s reasonable out-of-pocket fees for consultants and attorneys and all other reasonable out-of-pocket costs incurred by Landlord in obtaining such refund, reimbursement or abatementthis Lease.
Appears in 1 contract
Samples: Lease (Maxlinear Inc)
