Common use of Damages - Termination Clause in Contracts

Damages - Termination. In the event of a Default Termination, Tenant shall be liable to Landlord and shall pay to Landlord (i) monthly in advance all Rent accruing from the date of a Default Termination through the date scheduled for the Term of this Lease to expire had the Default Termination not occurred plus (ii) all other unpaid Rent and other Tenant obligations accruing prior to the Default Termination, which amounts shall be paid immediately upon Default Termination; provided that at Landlord’s election, exercisable by Landlord at the time of a Default Termination or at any time thereafter (“Landlord’s Acceleration Election”), in addition to all other unpaid Rent and other Tenant obligations accruing prior to Landlord’s Acceleration Election (including, without limitation the amounts set forth in (i) and (ii) above in this paragraph), Tenant shall pay to Landlord as liquidated damages (and not as a penalty) the aggregate amount of Rent accruing or which would accrue during the period starting with the exercise of Landlord’s Acceleration Election and ending with the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis. In the event of a Default Termination, Landlord may lease the Premises, all or any portion thereof, at any time and from time to time to such other parties and on such terms as Landlord, in Landlord’s sole discretion, may determine. Such re-letting shall not release Tenant from any liability whatsoever except that, if and only to the extent required by applicable law, Landlord shall apply monies collected from any such re-letting to Tenant’s obligations after first deducting Landlord’s expenses incurred to obtain possession of the Premises, remove property belonging to Tenant or persons claiming by through or under Tenant from the Premises (including, without limitation, any warehouse or storage charges), all expenses of every sort incurred by Landlord in conjunction with re-letting the Premises (including, without limitation, brokerage fees, legal and other professional fees and construction and construction management costs) and all administrative and managerial expenses associated with any of the forgoing, which such expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit; provided that in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder and provided further that, in any suit for the collection of damages pursuant to this subparagraph, Tenant shall in no event’ be entitled to a credit for any net rents from a re-letting except to the extent that such net rents are actually received by Landlord. Suit or suits for the recovery of damages, or any installments thereof, may be brought by Landlord from time to time at Landlord’s election, and nothing contained herein shall be deemed to require Landlord to postpone any suit until the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred. In the case of any event of default by Tenant under this Lease (whether or not such default results in a Default Termination), in addition to all of Tenant’s other obligations under this Lease, Tenant shall be liable to Landlord for and shall pay to Landlord upon demand all expenses, costs and other obligations which Landlord may incur by reason of or related to any such default, including, without limitation, legal, professional, administrative and managerial expenses (which expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit). Nothing in this Section or elsewhere in the Lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Landlord and Tenant each waive their respective rights to a jury trial of any monetary or nonmonetary claim or cause of action based upon or arising out of this Lease, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law or statutory claims. Each party recognizes and agrees that the foregoing mutual waiver constitutes a material inducement for it to enter into this Lease. Each party represents and warrants that it has reviewed this waiver with its respective legal counsel and knowingly and voluntarily waives its jury trial rights following such consultation.

Damages - Termination. In the event of a Default Termination, Tenant shall be liable to Landlord and shall pay to Landlord (i) monthly in advance all Rent accruing from the date of a Default Termination through the date scheduled for the Term of this Lease to expire had the Default Termination not occurred plus (ii) all other unpaid Rent and other Tenant obligations accruing prior to the Default Termination, which amounts shall be paid immediately upon Default Termination; provided that at Landlord’s election, exercisable by Landlord at the time of a Default Termination or at any time thereafter (“Landlord’s Acceleration Election”), in addition to all other unpaid Rent and other Tenant obligations accruing prior to Landlord’s Acceleration Election (including, without limitation the amounts set forth in (i) and (ii) above in this paragraph), Tenant shall pay to Landlord as liquidated damages (and not as a penalty) the aggregate amount of Rent accruing or which would accrue during the period starting with the exercise of Landlord’s Acceleration Election and ending with the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis. For the purpose of determining the amount of any component of Additional Rent to be included in any calculation of liquidated damages, which component varies over time based on information or circumstances only knowable in the future (e.g. Real Estate Taxes, repair and maintenance costs, utilities, etc.), the amount of such component of Additional Rent shall be reasonably determined by Landlord as follows. With respect to each twelve-month period beginning with Landlord’s Acceleration Election, the amount of such component of Additional Rent or the costs from which such component is derived (as applicable) shall be assumed to have increased by such amount as Landlord shall reasonably determine, but in any event not less than 2% per year over each immediately prior twelve-month period. Landlord and Tenant each acknowledge that if Landlord makes Landlord’s Acceleration Election: (i) it would be impossible or impracticable to calculate the actual damages suffered by Landlord as a result of termination of this Lease pursuant to this Article 15.0, “DEFAULT”; and (ii), the amount of the liquidated damages as determined by Landlord pursuant to this paragraph represents fair and reasonable compensation to Landlord with respect to damages incurred by Landlord as a result of such termination. In the event of a Default Termination, Landlord may lease the Premises, all or any portion thereof, at any time and from time to time to such other parties and on such terms as Landlord, in Landlord’s sole discretion, may determine. Such re-letting shall not release Tenant from any liability whatsoever except that, if and only to the extent extend required by applicable law, Landlord shall apply monies collected from any such re-letting to Tenant’s obligations after first deducting Landlord’s expenses incurred to obtain possession of the Premises, remove property belonging to Tenant or persons claiming by through or under Tenant from the Premises (including, without limitation, any warehouse or storage charges), all expenses of every sort incurred by Landlord in conjunction with re-letting the Premises (including, without limitation, brokerage fees, legal and other professional fees and construction and construction management costs) and all administrative and managerial expenses associated with any of the forgoing, which such expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit; provided that in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder under this Lease and provided further that, in any suit for the collection of damages pursuant to this subparagraph, Tenant shall in no event’ event be entitled to a credit for any net rents from a re-letting except to the extent that such net rents are actually received by Landlord. Suit or suits for the recovery of damages, or any installments thereof, may be brought by Landlord from time to time at Landlord’s election, and nothing contained herein shall be deemed to require Landlord to postpone any suit until the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred. In the case of any event of default by Tenant under this Lease (whether or not such default results in a Default Termination), in addition to all of Tenant’s other obligations under this Lease, Tenant shall be liable to Landlord for and shall pay to Landlord upon demand all expenses, costs and other obligations which Landlord may incur by reason of or related to any such default, including, without limitation, legal, professional, administrative and managerial expenses (which expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit)expenses. Nothing in this Section or elsewhere in the this Lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Landlord and Tenant each waive their respective rights to a jury trial of any monetary or nonmonetary non-monetary claim or cause of action based upon or arising out of this Lease, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law or statutory claims. Each party recognizes and agrees that the foregoing mutual waiver constitutes a material inducement for it to enter into this Lease. Each party represents and warrants that it has reviewed this waiver with its respective legal counsel and knowingly and voluntarily waives its jury trial rights following such consultation.

Damages - Termination. In the event of a Default Termination, Tenant shall be liable to Landlord and shall pay to Landlord (i) monthly in advance all Rent accruing from the date of a Default Termination through the date scheduled for the Term of this Lease to expire had the Default Termination not occurred plus (ii) all other unpaid Rent and other Tenant obligations accruing prior to the Default Termination, which amounts shall be paid immediately upon Default Termination; provided that at Landlord’s 's election, exercisable by Landlord at the time of a Default Termination or at any time thereafter (“Landlord’s 's Acceleration Election”), in addition to all other unpaid Rent and other Tenant obligations accruing prior to Landlord’s 's Acceleration Election (including, without limitation the amounts set forth in (i) and (ii) above in this paragraph), Tenant shall pay to Landlord as liquidated damages (and not as a penalty) the aggregate amount of Rent accruing or which would accrue during the period starting with the exercise of Landlord’s 's Acceleration Election and ending with the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis. Notwithstanding the foregoing language of this paragraph to the contrary, but without intended limitation of the total amount of damages otherwise permitted pursuant to this Lease , at law or in equity(which damages are liquidated damages and not a penalty), so long as Tenant has not filed for bankruptcy (or any similar such proceeding for the benefit of creditors) in any jurisdiction and upon request of Landlord, Tenant represents to Landlord at the time that Tenant does not intend to file for bankruptcy (or any similar proceeding for the benefit of creditors) in any jurisdiction, in the event in the interest of expediency Landlord accelerates the Rent for the purpose of pursuing a judgement for damages against Tenant, Tenant agrees that Landlord may accelerate the Rent in multiple phases, the aggregate of which to do not ultimately diminish Landlord’s rights, and Landlord agrees to limit each such acceleration phase to the aggregate amount of Rent accruing for 24 months from the exercise of Landlord's Acceleration Election or from the previous application for damages (as applicable), but in no event for any period beyond the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis. In the event at any time Tenant files for bankruptcy, the immediately preceding sentence shall, without the need of notice or any other action on the part of Landlord, be deemed inapplicable and without effect and Landlord shall be free to make any such claim under applicable bankruptcy law as Landlord sees fit, in particular, without limitation, the limit on Landlord’s Acceleration Election set forth in the immediately preceding sentence shall not apply. In the event of a Default Termination, Landlord may lease the Premises, all or any portion thereof, at any time and from time to time to such other parties and on such terms as Landlord, in Landlord’s 's sole discretion, may determine. Such re-letting shall not release Tenant from any liability whatsoever except that, if and only to the extent extend required by applicable law, Landlord shall apply monies collected from any such re-letting to Tenant’s 's obligations after first deducting Landlord’s 's expenses incurred to obtain possession of the Premises, remove property belonging to Tenant or persons claiming by through or under Tenant from the Premises (including, without limitation, any warehouse or storage charges), all expenses of every sort incurred by Landlord in conjunction with re-letting the Premises (including, without limitation, brokerage fees, legal and other professional fees and construction and construction management costs) and all administrative and managerial expenses associated with any of the forgoing, which such expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit; provided that in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder and provided further that, in any suit for the collection of damages pursuant to this subparagraph, Tenant shall in no event’ event be entitled to a credit for any net rents from a re-letting except to the extent that such net rents are actually received by Landlord. Suit or suits for the recovery of damages, or any installments thereof, may be brought by Landlord from time to time at Landlord’s 's election, and nothing contained herein shall be deemed to require Landlord to postpone any suit until the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred. In the case of any event of default by Tenant under this Lease (whether or not such default results in a Default Termination), in addition to all of Tenant’s 's other obligations under this Lease, Tenant shall be liable to Landlord for and shall pay to Landlord upon demand all expenses, costs and other obligations which Landlord may incur by reason of or related to any such default, including, without limitation, legal, professional, administrative and managerial expenses (which expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit). Nothing in this Section or elsewhere in the Lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Landlord and Tenant each waive their respective rights to a jury trial of any monetary or nonmonetary non-monetary claim or cause of action based upon or arising out of this Lease, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law or statutory claims. Each party recognizes and agrees that the foregoing mutual waiver constitutes a material inducement for it to enter into this Lease. Each party represents and warrants that it has reviewed this waiver with its respective legal counsel and knowingly and voluntarily waives its jury trial rights following such consultation.

Damages - Termination. In the event of a Default Termination, Tenant shall be liable to Landlord and shall pay to Landlord (i) monthly in advance all Rent accruing from the date of a Default Termination through the date scheduled for the Term of this Lease to expire had the Default Termination not occurred plus (ii) all other unpaid Rent and other Tenant obligations accruing prior to the Default Termination, which amounts shall be paid immediately upon Default Termination; provided that at Landlord’s 's election, exercisable by Landlord at the time of a Default Termination or at any time thereafter (“Landlord’s 's Acceleration Election”), in addition to all other unpaid Rent and other Tenant obligations accruing prior to Landlord’s 's Acceleration Election (including, without limitation the amounts set forth in (i) and (ii) above in this paragraph), Tenant shall pay to Landlord as liquidated damages (and not as a penalty) the aggregate amount of Rent accruing or which would accrue during the period starting with the exercise of Landlord’s 's Acceleration Election and ending with the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis. In the event of a Default Termination, Landlord may lease the Premises, all or any portion thereof, at any time and from time to time to such other parties and on such terms as Landlord, in Landlord’s 's sole discretion, may determine. Such re-letting shall not release Tenant from any liability whatsoever except that, if and only to the extent required by applicable law, Landlord shall apply monies collected from any such re-letting to Tenant’s 's obligations after first deducting Landlord’s 's expenses incurred to obtain possession of the Premises, remove property belonging to Tenant or persons claiming by through or under Tenant from the Premises (including, without limitation, any warehouse or storage charges), all expenses of every sort incurred by Landlord in conjunction with re-letting the Premises (including, without limitation, brokerage fees, legal and other professional fees and construction and construction management costs) and all administrative and managerial expenses associated with any of the forgoing, which such expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit; provided that in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder and provided further that, in any suit for the collection of damages pursuant to this subparagraph, Tenant shall in no event’ event be entitled to a credit for any net rents from a re-letting except to the extent that such net rents are actually received by Landlord. Suit or suits for the recovery of damages, or any installments thereof, may be brought by Landlord from time to time at Landlord’s 's election, and nothing contained herein shall be deemed to require Landlord to postpone any suit until the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred. In the case of any event of default by Tenant under this Lease (whether or not such default results in a Default Termination), in addition to all of Tenant’s 's other obligations under this Lease, Tenant shall be liable to Landlord for and shall pay to Landlord upon demand all expenses, costs and other obligations which Landlord may incur by reason of or related to any such default, including, without limitation, legal, professional, administrative and managerial expenses (which expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit). Nothing in this Section or elsewhere in the Lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Landlord and Tenant each waive their respective rights to a jury trial of any monetary or nonmonetary non-monetary claim or cause of action based upon or arising out of this Lease, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law or statutory claims. Each party recognizes and agrees that the foregoing mutual waiver constitutes a material inducement for it to enter into this Lease. Each party represents and warrants that it has reviewed this waiver with its respective legal counsel and knowingly and voluntarily waives its jury trial rights following such consultation.

Damages - Termination. In Upon the event of a Default Termination, Tenant shall be liable to Landlord and shall pay to Landlord (i) monthly in advance all Rent accruing from the date of a Default Termination through the date scheduled for the Term termination of this Lease to expire had under the Default Termination not occurred plus (ii) all other unpaid Rent and other Tenant obligations accruing prior to the Default Terminationprovisions of this Article, which amounts shall be paid immediately upon Default Termination; provided that at Landlord’s election, exercisable by Landlord at the time of a Default Termination or at any time thereafter (“Landlord’s Acceleration Election”), then except as hereinabove in addition to all other unpaid Rent and other Tenant obligations accruing prior to Landlord’s Acceleration Election (including, without limitation the amounts set forth in (i) and (ii) above in this paragraph)Section 19.2 otherwise provided, Tenant shall pay to Landlord the Rent payable by Tenant to Landlord up to the time of such termination, shall continue to be liable for any preceding breach of covenant, and in addition, shall pay to Landlord as liquidated damages, at the election of Landlord either: (x) the amount by which, at the time of the termination of this Lease (or at any time thereafter if Landlord shall have initially elected damages under Subparagraph (and not as a penaltyy), below), (i) the aggregate amount of the Rent accruing or projected over the period commencing with such time and ending on the originally-scheduled Termination Date as stated in Article 1 exceeds (ii) the aggregate projected rental value of the Demised Premises for such period, or, (y) amounts equal to the Rent which would accrue have been payable by Tenant had this Lease not been so terminated, payable upon the due dates therefor specified herein following such termination and until the originally-scheduled Termination Date as specified in Article 1, provided, however, if Landlord shall re-let the Demised Premises during the period starting such period, that Landlord shall credit Tenant with the exercise of Landlord’s Acceleration Election net rents received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and ending with the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis. In the event of a Default Termination, when received by Landlord may lease the Premises, all or any portion thereof, at any time and from time to time to such other parties and on such terms as Landlord, in Landlord’s sole discretion, may determine. Such re-letting shall not release Tenant from any liability whatsoever except thatthe expenses incurred or paid by Landlord in terminating this Lease, if as well as the expenses of re-letting, including altering and only to preparing the extent required by applicable lawDemised Premises for new tenants, Landlord shall apply monies collected from brokers' commissions, and all other similar and dissimilar expenses properly chargeable against the Demised Premises and the rental therefrom, it being understood that any such re-letting may be for a period equal to Tenant’s obligations after first deducting Landlord’s expenses incurred to obtain possession or shorter or longer than the remaining term of the Premisesthis Lease; and provided, remove property belonging to Tenant or persons claiming by through or under Tenant from the Premises further, that (including, without limitation, any warehouse or storage charges), all expenses of every sort incurred by Landlord in conjunction with re-letting the Premises (including, without limitation, brokerage fees, legal and other professional fees and construction and construction management costsi) and all administrative and managerial expenses associated with any of the forgoing, which such expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit; provided that in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder and provided further that, (ii) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this subparagraph, Tenant shall in no event’ be entitled Subparagraph (y) to a credit for in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Landlord. If the Demised Premises or any part thereof should be re-let in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such re-letting and of the expenses of re-letting. Landlord shall endeavor in good faith to mitigate damages payable pursuant to the provisions of this subparagraph. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at Landlord’s its election, and nothing contained herein shall be deemed to require Landlord to postpone any suit until the date scheduled for when the expiration of the Term term of this Lease would have expired if it had the Default Termination not occurred. In the case of any event of default by Tenant under this Lease (whether or not such default results in a Default Termination), in addition to all of Tenant’s other obligations under this Lease, Tenant shall be liable to Landlord for and shall pay to Landlord upon demand all expenses, costs and other obligations which Landlord may incur by reason of or related to any such default, including, without limitation, legal, professional, administrative and managerial expenses (which expenses may include, without limitation, hourly fees for personnel and an allocation for overhead and profit)been terminated hereunder. Nothing in this Section or elsewhere in the Lease herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Landlord and Tenant each waive their respective rights to a jury trial of any monetary or nonmonetary claim or cause of action based upon or arising out of this Lease, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law or statutory claims. Each party recognizes and agrees that the foregoing mutual waiver constitutes a material inducement for it to enter into this Lease. Each party represents and warrants that it has reviewed this waiver with its respective legal counsel and knowingly and voluntarily waives its jury trial rights following such consultation.