Common use of Damage and Restoration Clause in Contracts

Damage and Restoration. If the Premises or any Building Systems shall be damaged by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding the foregoing, during any rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant during the period of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined), then Tenant may terminate this Lease by delivering written notice of its election to terminate within thirty (30) days after Landlord’s delivery to Tenant of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty). If this Lease is terminated under the provisions of this Section 13, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the Project.

Damage and Restoration. 17.1 If the Premises Premises, Shell of the Premises, Parking Garage, Common Area or Hotel or any Building Systems part thereof shall be damaged or destroyed by fire fire, flood, hurricane, earthquake, tropical storm, tornado, lightning, wind damage, infestation or other casualtycasualty ("Damage") and this Lease is not terminated pursuant to this Article 17, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with due diligence to restore repair or cause to be repaired the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior Damage to the casualtyShell of the Premises, except Parking Garage, Common Area or the Hotel, but only to the extent Landlords' insurer makes the proceeds of Landlord's Insurance available for modifications required by zoning and building codes and other Applicable Laws, or by the holder repair of a Mortgage on the Buildingsuch Damage ("Landlord's Restoration Work"), and any other modifications Tenant shall proceed with due diligence to repair or cause to be repaired the lobby or restrooms of the Buildings mutually agreed upon by Landlord and Tenant (provided access Damage to the Premises and any restrooms serving (other than the Shell of the Premises is not materially impaired). Landlord shall not be required and Landlord's Development Obligations) to repair or replace any of Tenant’s Propertya condition similar to that existing immediately prior to such Damage, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and but only to the extent Tenant's insurer makes the Premises are unfit proceeds of Required Insurance available for occupancy by repair of such Damage ("Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding the foregoing, during any rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant during the period of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined), then Tenant may terminate this Lease by delivering written notice of its election to terminate within thirty (30) days after Landlord’s delivery to Tenant of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty's Restoration Work"). If this Lease is terminated under the provisions of this Section 13not terminated, Landlord shall be entitled make all proceeds of Landlord's Insurance (as defined below) available for Landlord's Restoration Work. In the event (i) Landlord or its insurer fails to make all proceeds of Landlord's Insurance available or the aggregate proceeds of Landlord's insurance are insufficient, for whatever reason, to pay all costs or expenses related to Restoration Work to a condition substantially similar to that existing just prior to the full Damage, and in either of such events, Landlord's Restoration Work is not performed; or (ii) such Damage is not covered by Landlord's Insurance, Tenant shall not be obligated to repair or cause to be repaired Tenant's Restoration Work, if any, and Tenant shall also have the right to terminate this Lease upon thirty (30) days notice to Landlord given prior to the date that Landlord shall commence or cause to be commenced Landlord's Restoration Work but not earlier than the date which is ninety (90) days after the date that the Damage occurs, whereupon the parties will be relieved of all obligations under this Lease which would otherwise accrue following such date (except as stated in Section 35.12), unless prior to the expiration of such thirty (30) day notice Landlord commences or causes to be commenced Landlord's Restoration Work. In the event of Damage, if (i) the Project shall be damaged to the extent of more than fifty percent (50%) of the cost of replacement thereof; or (ii) the proceeds of Landlord's insurance recovered or recoverable as a result of a Damage and received and retained by Landlord shall be insufficient to pay fully for the cost of replacement of the Shell of the Premises or the building in which the Premises is located damaged; or (iii) the Shell of the Premises or the building in which the Premises is located shall be damaged as a result of any cause which is not covered by Landlord's insurance policies providing coverage unless Landlord is required to carry such insurance by the terms of this Lease and failed to do so; or (iv) the Shell of the Premises shall be damaged in whole or in part during the last two (2) Rental Years or in any partial Rental Year at the end of the Term (unless Tenant has Options remaining thereafter, exercises the Option next arising and agrees to reopen for all alterations, improvements and betterments business in the Premises, but not for any ); or (v) either or both of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant the Shell of the Premises or the building in which the Premises is located shall pay Landlord an amount equal be damaged to the proceeds Landlord would have received had extent of fifty percent (50%) or more of the cost of replacement thereof; or (vi) the Shell of the Premises are damaged to such extent that in the reasonable judgment of Landlord, it cannot be operated as an economically viable unit; or (vii) the Shell of the Premises are so Damaged as to render the Premises untenantable by Tenant maintained insurance on for a consecutive period of more than twelve (12) months, then, in any such items as required event, this Lease may be terminated (1) by this Lease); provided thatLandlord, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to subsections (i), (ii), (iii), (v) and (vi) above, by providing thirty (30) days written notice given to Tenant within ninety (90) days after the Premises Damage; (including 2) by either Landlord or Tenant, respect to subsection (iv) above, by providing thirty (30) days written notice given to the Construction Allowanceother party within ninety (90) days after the Damage; or (3) by either Landlord or Tenant, respect to Class A general office use conditionsubsection (vii) above, Tenant by providing thirty (30) days written notice given to the other party within ten (10) days after expiration of such twelve (12) month period, whereupon the parties will be relieved of all obligations under this Lease which would otherwise accrue following such date (except as stated in Section 35.12). The "cost of replacement" shall be entitled determined by the company or companies selected by Landlord's insurers, or if there shall be no such determination, by a person selected by Landlord qualified to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole determine such "cost and expense in the Premises or at the Projectof replacement".

Damage and Restoration. If all or any portion of the Premises Premises, Building or any Building Systems or Common Areas of the Building serving or providing access to the Premises and/or the Parking Facility shall be damaged by fire fire, storm or other casualty, Landlord shall, except as otherwise provided herein, repair, rebuild and restore the Premises Property, Premises, Building and such Building Systems. Landlord shall proceed with diligence to restore , Common Area(s) and/or Parking Facility as promptly as practical under the Building and shall commence such restoration efforts as soon as commercially practical after any such casualtycircumstances at the expense of the Landlord. Such restoration shall be to substantially the Building standard same condition that existed prior to the casualty, except for modifications modifications, if any, required by zoning and building codes and other Applicable Laws, Laws then in effect and applicable to such restoration or by the holder of a Mortgage on the Building, Building and any other modifications to the lobby or restrooms of the Buildings mutually agreed upon Common Areas deemed desirable by Landlord and Tenant (provided (i) access to the Premises and any common restrooms serving the Premises is not materially impaired, and (ii) the quality and character of such modifications are no less than the condition that existed prior to the casualty). Landlord shall not be required Upon any damage to repair or replace any of Tenant’s Propertythe Premises, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair assign to Landlord or replace Tenant’s Alterations and its designee all insurance proceeds payable to Tenant for Tenant Improvements and any Alterations under the insurance required to be maintained by Tenant under Section 12.2, and Landlord shall repair, rebuild and restore the Tenant Improvements and Alterations installed in the Premises to the condition stated above; provided that if the cost of such repair (the “Repair Cost”) by Landlord exceeds the insurance proceeds received by Landlord from Tenant’s Off-Premises Equipment insurance carrier, such shortfall shall be paid by Tenant to Landlord prior to Landlord’s repair of the damage to the Premises. Landlord and Tenant agree that the Repair Cost shall be determined by competitively bidding the required repairs with the three (provided that 3) general contractors Tenant may elect selects from the list of six (6) contractors specified in Section 1.2 of Exhibit D of this Lease, and Tenant shall have the right, in its discretion whether or not sole discretion, to replace any Project Amenityselect the general contractor from the three (3) at Tenant’s sole cost who submitted bids to provide the repairs after the competitive bids have been submitted. Once the Tenant has selected the general contractor to make the repairs (the “Selected Repair Contractor”), Landlord shall promptly enter into a contract with the Selected Repair Contractor to provide the materials and expense following any fire or other casualtyperform the work to complete the repairs. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that as provided for in the following sentence. Unless Landlord or Tenant elects to terminate this Lease as provided in this Section 13, this Lease will remain in full force and effect and Landlord shall allow Tenant repair such damage to the extent required in this Section as expeditiously as possible under the circumstances and, during the period required for restoration, a just and proportionate abatement part of Base Rent and Tenant’s Pro Rata Share of Operating Expenses shall be abated during the time and to the extent the Premises are unfit for occupancy by TenantPremises, and Tenant does not occupy the Premises or a portion thereof, are Untenantable (as a result defined in Section 7(b) of this Lease) as of the date of the casualty and such abatement shall continue until the Premises, or portion thereof, Building or any Building Systems or Common Areas of the Building serving or providing access to the Premises and/or the Parking Facility are repaired or rebuilt and made tenantable; provided however, if the damage to the Building or any Building Systems or Common Area of the Building serving or providing access to the Premises and/or the Parking Facility has not been repaired and the Premises made ready for occupancy within seven (7) months after the date or the damage or destruction, then Tenant shall have the right and option to terminate this Lease by giving written notice to Landlord within fifteen (15) days after the end of such seven (7) month period; provided, however, there shall be no abatement of Rent: (a) Rent if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Landlord pays all costs associated with moving the furniture, fixtures, equipment and telecommunication services Tenant requires in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease)such space. Notwithstanding the foregoing, during any rent Rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant Tenant, if any, during the period of the rent Rent abatement. Notwithstanding anything herein If Landlord should elect or be obligated pursuant to the contrarythis Lease to repair or rebuild because of any damage or destruction, Landlord’s obligation to repair or restore the Premises, Building or any portion thereof shall be limited to the extent level of the insurance proceeds actually received by Landlord restoration stated above for the fire or other casualty in question; provided, however, if such insurance proceeds are insufficient to restore Building and the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined), then Tenant may terminate this Lease by delivering written notice of its election to terminate within thirty (30) days after Landlord’s delivery to Tenant of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty). If this Lease is terminated under the provisions of this Section 13, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense Improvements in the Premises and shall not extend to any furniture, equipment, supplies or at the Projectother personal property owned or leased by Tenant, its employees, contractors, invitees or licensees.

Damage and Restoration. If the Subleased Premises or any Building Systems or common areas of the Building serving or providing access to the Subleased Premises shall be damaged by fire or other casualtycasualty (such fire or casualty herein referred to as the "Casualty "), and the Prime Lease shall remain in effect, Sublandlord shall enforce its rights under the Prime Lease to cause the Prime Landlord shall, except as otherwise provided herein, to repair and restore the Premises Casualty, to the extent the Prime Lease permits Sublandlord to do so. If Prime Landlord is obligated to, or elects to repair and such Building Systems. Landlord shall proceed with diligence to restore the Building damage from and shall commence under the foregoing provisions, then such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualtyCasualty, except for modifications required by zoning and building codes and other Applicable Lawslaws, or by the holder of a Mortgage on the Buildinglender(s) holding a Mortgage(s), and any other modifications to the lobby or restrooms of the Buildings mutually agreed upon common areas deemed desirable by Prime Landlord and Tenant (provided access to the Premises and any restrooms serving the Subleased Premises is not materially impaired). Neither Sublandlord nor Prime Landlord shall not be required to repair or replace any of TenantSubtenant’s Propertyfurniture, furnishing, fixtures or equipment, or any Alterations or Tenant ImprovementsSubtenant Improvements not originally installed or constructed by Sublandlord or Prime Landlord at its expense. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord Sublandlord shall not be liable for any inconvenience or annoyance to Tenant Subtenant or its visitors, or injury to TenantSubtenant’s business resulting in any way from such damage or the repair thereof, except that Landlord Sublandlord shall allow Tenant Subtenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Subleased Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, Subtenant as a result thereof; provided, however, there shall be no abatement if the Subleased Premises or any other portion of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is damaged by a Casualty caused in whole or in part by Tenant Subtenant or any Tenant Parties; of Subtenant’s agents, contractors, employees, or (c) to the extent that the visitors, Rent abatement is covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to shall not be carried by Tenant pursuant to this Lease)so abated. 12.2 Termination Notwithstanding the foregoing, during any rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided if the Building is damaged by a Casualty that prevents or materially impairs access to and used by Tenant during the period or use of the rent abatementSubleased Premises (or if a material portion of the Subleased Premises are damaged by a Casualty) to such an extent that restoration thereof cannot reasonably be completed within eighteen (18) months after the Casualty shall have occurred, without the payment of overtime or other premiums, as reasonably determined by Prime Landlord, then either Subtenant or Sublandlord (provided that Sublandlord may act only with the written consent of Prime Landlord) may elect to terminate this Sublease by written notice to the other and to Prime Landlord given within forty-five (45) days after the occurrence of the Casualty, and Rent shall be apportioned accordingly. If the parties fail to give such a notice of termination within said 45 day period, then both parties shall be deemed to have waived the right to terminate this Sublease as a result of such Casualty, and this Sublease shall remain in full force and effect, subject to the abatement of Rent under Section 12.1 of this Sublease. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair if any such damage rendering all or restore a substantial part of the Subleased Premises or the Building untenantable occurs during the last eighteen (18) months of the Term (as defined in this Sublease or, if Subtenant has exercised its Option under the Consent, as described under the Consent), and it cannot be repaired within the earlier of thirty (30) days after the Casualty or any portion thereof shall be limited the date which is sixty (60) days prior to the extent end of the insurance proceeds actually received Term, then either party shall have the option to terminate this Sublease by Landlord for the fire or other casualty in question; provided, however, if such insurance proceeds are insufficient to restore the Building written notice to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds other (and Tenant has been provided the opportunity to contribute such funds and has declined), then Tenant may terminate this Lease by delivering written notice of its election to terminate Prime Landlord) within thirty (30) days after Landlord’s delivery to Tenant of a written notice indicating the damage has occurred, and if such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty). If option is exercised, this Lease is terminated under the provisions of this Section 13, Landlord Sublease shall be entitled to the full proceeds terminate as of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any date of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the Projectdamage. 13.

Damage and Restoration. If all or any portion of the Premises Premises, Building or any Building Systems or Common Areas of the Building serving or providing access to the Premises and/or the Parking Facility shall be damaged by fire fire, storm or other casualty, Landlord shall, except as otherwise provided herein, repair, rebuild and restore the Premises Property, Premises, Building and such Building Systems. Landlord shall proceed with diligence to restore , Common Area(s) and/or Parking Facility as promptly as practical under the Building and shall commence such restoration efforts as soon as commercially practical after any such casualtycircumstances at the expense of the Landlord. Such restoration shall be to substantially the Building standard same condition that existed prior to the casualty, except for modifications modifications, if any, required by zoning and building codes and other Applicable Laws, Laws then in effect and applicable to such restoration or by the holder of a Mortgage on the Building, Building and any other modifications to the lobby or restrooms of the Buildings mutually agreed upon Common Areas deemed desirable by Landlord and Tenant (provided (i) access to the Premises and any common restrooms serving the Premises is not materially impaired, and (ii) the quality and character of such modifications are no less than the condition that existed prior to the casualty). Upon any damage to the Premises, Tenant shall assign to Landlord or its designee all insurance proceeds payable to Tenant for Tenant Improvements and Alterations under the insurance required to be maintained by Tenant under Section 12.2, and Landlord shall repair, rebuild and restore the Tenant Improvements and Alterations installed in the Premises to the condition stated above; provided that if the cost of such repair (the “Repair Cost”) by Landlord exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, such shortfall shall be paid by Tenant to Landlord prior to Landlord’s repair of the damage to the Premises (or, alternatively, in Tenant’s discretion, Tenant may adjust the plans for any such repairs to fit within the funds provided as a result of such casualty). Landlord and Tenant agree that the Repair Cost shall not be determined by competitively bidding the required repairs with three (3) general contractors from Landlord’s pre-approved list of contractors for the Building, and Landlord shall select the general contractor from such three in its reasonable discretion. Once Landlord has selected the general contractor to repair or replace any of Tenant’s Propertymake the repairs (the “Selected Repair Contractor”), or any Alterations or Tenant Improvements. Tenant Landlord shall promptly enter into a contract with the Selected Repair Contractor to provide the materials and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not perform the work to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualtycomplete the repairs. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that as provided for in the following sentence. Unless Landlord or Tenant elects to terminate this Lease as provided in this Section 13, this Lease will remain in full force and effect and Landlord shall allow Tenant repair such damage to the extent required in this Section as expeditiously as possible under the circumstances and, during the period required for restoration, a just and proportionate abatement part of Base Rent and Tenant’s Pro Rata Share of Operating Expenses shall be abated during the time and to the extent the Premises are unfit for occupancy by TenantPremises, and Tenant does not occupy the Premises or a portion thereof, are Untenantable (as a result defined in Section 7(b) of this Lease) as of the date of the casualty and such abatement shall continue until the Premises, or portion thereof, Building or any Building Systems or Common Areas of the Building serving or providing access to the Premises and/or the Parking Facility are repaired or rebuilt and made tenantable; provided however, if the damage to the Building or any Building Systems or Common Area of the Building serving or providing access to the Premises and/or the Parking Facility has not been repaired and the Premises made ready for occupancy within seven (7) months after the date or the damage or destruction, then Tenant shall have the right and option to terminate this Lease by giving written notice to Landlord within fifteen (15) days after the end of such seven (7) month period; provided, however, there shall be no abatement of Rent: (a) Rent if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building which is in a built out condition that is reasonably satisfactory to Tenant and otherwise reasonably suited for the temporary operation of Tenant’s business and acceptable Landlord pays all costs associated with moving the furniture, fixtures, equipment and telecommunication services (and otherwise building out the space) Tenant requires in such space (provided further, however, that Tenant shall still be entitled to an abatement for the period of time between the date of the casualty and the date that Landlord makes such other space available to Tenant in its reasonable discretion; if and ready for the damage is caused in whole or in part by Tenant or operation of Tenant’s business). The amount of any Tenant Parties; or (c) such abatement shall be proportionate to the extent portion of the Premises that the Rent abatement is covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease)actually uses. Notwithstanding the foregoing, during any rent Rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant Tenant, if any, during the period of the rent Rent abatement. Notwithstanding anything herein If Landlord should elect or be obligated pursuant to the contrarythis Lease to repair or rebuild because of any damage or destruction, Landlord’s obligation to repair or restore the Premises, Building or any portion thereof shall be limited to the extent level of the insurance proceeds actually received by Landlord restoration stated above for the fire or other casualty in question; provided, however, if such insurance proceeds are insufficient to restore Building and the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined), then Tenant may terminate this Lease by delivering written notice of its election to terminate within thirty (30) days after Landlord’s delivery to Tenant of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty). If this Lease is terminated under the provisions of this Section 13, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense Improvements in the Premises and shall not extend to any furniture, equipment, supplies or at the Projectother personal property owned or leased by Tenant, its employees, contractors, invitees or licensees.