Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default. 18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 3 contracts
Samples: Sublease (Aprisma Management Technologies Inc), Sublease (Cabletron Systems Inc), Sublease (Aprisma Management Technologies Inc)
Default. 18.1. The occurrence of any one or more of the following shall constitute an event of default (an "Event of Default") hereunder:
(i) If Sublessee Tenant shall default in the payment of rent or other payments required of Sublessee, Rent herein provided as and if Sublessee shall fail to cure said default within seven when due; or
(7ii) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor Tenant shall be in default in performing any of the prompt and full performance of any other of its promises, covenants, terms or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default provisions of this Sublease by SublessorLease other than the provision requiring the payment of Rent, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the such default within ten (10) days after delivery the date of receipt of written notice of such noticedefault from Landlord; or
(iii) If Tenant or any guarantor hereof is adjudicated bankrupt or insolvent; or if Tenant or any guarantor hereof shall become insolvent, Sublessee shall have make a transfer in fraud of creditors or shall make an assignment for the rightbenefit of creditors; or is a permanent receiver is appointed for Tenant's or any such guarantor's property and such receivers is not removed within sixty (60) days thereafter Tenant to obtain such removal; or if, but not the obligationwhether voluntarily or involuntarily, to cure Tenant or any such default itself, and the costs incurred by Sublessee in curing such default guarantor takes advantage of any bankruptcy or other debtor relief proceedings under any present or future law; or if there shall be offset filed against Tenant or any such guarantor a petition in bankruptcy or insolvency or a similar proceeding; or if Tenant's effects should be levied upon or attached under process against Tenant which is not satisfied or dissolved within thirty (30) days; or
(iv) If Tenant shall do or permit to be done anything which creates a lien upon the Base Rent next coming due until satisfied Premises or any other part of the Property; or
(v) If Tenant shall violate the provision of Section 25 of this Lease by the attempted making of an unpermitted assignment, sublease or transfer of stock or interest in fullthe ownership of Tenant; or
(vi) If Tenant shall fail to maintain in force all policies of insurance required by this Lease. Any notice provided in this Paragraph may be given by Landlord, Landlord's attorney or any agent of Landlord.
Appears in 3 contracts
Samples: Lease Agreement (KnowBe4, Inc.), Lease Agreement (KnowBe4, Inc.), Lease Agreement (American Recreational Enterprises Inc)
Default. 18.1. If Sublessee shall default That in the event default is made in payment of rent rent, or other payments required of Sublesseeany part thereof, and if Sublessee shall fail to cure said such default within seven continues for Seven (7) business days after receipt of written notice of said default from Sublessor; such non-payment has been delivered to the Tenant, or if Sublessee shall default in the case of non-performance or non-observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyTenant of any covenant, condition, restriction or stipulation herein contained, expressed or implied, which ought to be observed or performed by the Tenant, and which has not been expressly waived in writing by the Landlord, and such non-performance or non-observance continues for Seven (7) days after notice of such default has been delivered to the Tenant, then the Landlord may at its option in addition to exercising any other remedy available to it in law, remedy and defect or default by the Tenant and charge to the Tenant as Additional Rent such cost and/or cancel this lease by written notice to the Tenant and, in any one or more of said such cases, Sublessor lawfully may upon seven days notice all rights and interest hereby created or if such notice shall adversely affect the rights then existing in favour of the Sublessor in any bankruptcy Tenant or receivershipderived under this lease, then immediately, or at any time thereaftershall thereupon cease and determine, and without further notice of demand, the Landlord may re-enter into and upon the Subleased PremisesDemised Premises and to repossess and enjoy the same of its former estate, anything herein to the contrary notwithstanding, or the Landlord may re-let the Demised Premises as agent for the Tenant; PROVIDED, HOWEVER, that in case of such cancellation and re-entry, the Tenant shall continue to be liable to pay and the Landlord shall have the same remedy for the recovery of any part hereof in the name of the whole, and hold the Subleased Premises rent then due or accruing due as if this Sublease lease had not been madecancelled, together with interest at the rate of Eighteen percent (18%) per annum on any overdue rent, but remained in full force and effect, and expel Sublessee and those claiming under itfurther, and remove its or their property without being taken or deemed to be guilty that any right of action of the Landlord against the Tenant in respect of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment antecedent breach of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, said covenants, or agreements contained in this Sublease conditions, restrictions and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying stipulations shall not thereby be prejudiced; PROVIDED FURTHER, the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue Landlord reserves any and all legal remedies available to Sublessee at law or in equity, including, without limitation, the right and rights of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset action for damages against the Base Rent next coming due until satisfied in fullTenant for breach of the lease.
Appears in 2 contracts
Samples: Lease Agreement (Pinnacle Oil International Inc), Lease Agreement (Pinnacle Oil International Inc)
Default. 18.1. (a) If Sublessee shall default Tenant defaults in the prompt payment of rent or other payments required of Sublessee, and if Sublessee such default shall fail to cure said default within seven continue for three (73) business days after receipt of written notice of said default from Sublessorthereof shall have been given to the Tenant; or if Sublessee shall default Tenant defaults in the performance or observance of any other agreement or condition on its part to be performed or observedprovisions of this Lease, including Exhibit “A” attached, and if Sublessee such other default shall fail continue for five (5) days, after notice thereof shall have been given to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from SublessorTenant; or if any person shall levy upon, or take Sublessee's the leasehold interest of Tenant be levied upon under execution or any part hereof, upon execution, attachment, or their attached by process of law; or if Sublessee shall make an assignment of its property for Tenant abandons the benefit of creditorsleased Premises; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then and in any of said casessuch event Landlord, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediatelyit so elects forthwith, or at any time thereafterthereafter while such default continues, either may terminate Tenant’s right to possession without terminating this Lease, or may terminate this Lease.
(b) Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of the Tenant’s right to possession without termination of the Lease, the Tenant shall surrender possession and vacate the Premises immediately and deliver possession thereof to the Landlord.
(c) Tenant shall be deemed to have abandoned the Premises if rent is not currently paid and Tenant is absent from the Premises for a period of fifteen (15) days. If the Tenant abandons the Premises or defaults hereunder in any respect or otherwise entitles the Landlord so to elect, and if the Landlord elects to terminate the Tenant’s right to possession only without further notice of demandterminating the Lease, the Landlord may, at the Landlord’s option, enter into and upon the Subleased Premises, remove the Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as provided in the first paragraph of this Paragraph 19, without such entry and possession terminating the Lease or releasing the Tenant, in whole or in part, from the Tenant’s obligations to pay the rent hereunder for the full term. Upon and after entry into possession without termination of the Lease, the Landlord may relet the Premises or any part hereof in thereof for the name account of the wholeTenant to any person, and hold firm or corporation other than the Subleased Premises as if this Sublease had not been madeTenant for such rent, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Subleasefor such time, and upon entry such terms as aforesaid (or the Landlord, in the event that Sublessor Landlord’s sole discretion, shall sent determine. In any such case, the Landlord may make repairs in or to Sublessee notice the Premises, and redecorate the same to the extent deemed by the Landlord necessary or desirable and the Tenant shall, upon demand, pay the cost thereof together with the Landlord’s expenses of termination as above providedreletting. If the consideration collected by the Landlord upon any such reletting for the Tenant’s account is not sufficient to pay the full amount of unpaid rent reserved in this Lease, on together with the fifth costs of repairs, alterations, additions, redecorating, and the Landlord’s expenses, the Tenant shall pay to the Landlord the amount of each deficiency upon demand.
(5thd) day next following Tenant shall pay all Landlord’s costs, charges and expenses, including the date fees of counsel, agents and other retained by Landlord, incurred in enforcing any of Tenant’s obligations hereunder or incurred by Landlord in any litigation including bankruptcy or insolvency proceeding, negotiation or transaction in which Tenant causes Landlord to become involved or concerned.
(e) If Tenant violates any of the sending terms and provisions of this Lease, or defaults in any of its obligations hereunder, other than the payment of rent or other sums payable hereunder, such violation may be restrained or such obligation enforced by injunction.
(f) Tenant agrees that it will promptly pay said rent at the times above stated; that, if any part of the notice)rent remains due and unpaid for three (3) days after notice thereof shall have been given to the Tenant, Landlord shall have the option of declaring the balance of the entire rent payable during the term of this Sublease shall terminate. Sublessee hereby expressly waives any Lease to be immediately due and payable, and Landlord may then proceed to collect all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2unpaid rent called for by this Lease by distress or otherwise. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.TENANT INITIALS /s/ JH 4
Appears in 2 contracts
Samples: Lease Agreement (Iradimed Corp), Lease Agreement (Iradimed Corp)
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of SublesseeIF LESSEE FAILS TO PAY ANY RENT OR OTHER AMOUNT, and if Sublessee shall fail OR OTHERWISE FAILS TO REMEDY ANY DEFAULT IN PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WITHIN FIFTEEN (15) BUSINESS DAYS FOLLOWING NOTICE BY LESSOR OF SUCH DEFAULT, LESSOR SHALL HAVE THE RIGHT TO EXERCISE ONE OR MORE OF THE FOLLOWING REMEDIES, without prejudice to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement rights or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully remedies Lessor may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including:
(a) declare the entire amount of rent in respect of the Equipment due and payable with respect to any minimum guaranteed rental period;
(b) xxx for and recover all rent and other payments due and owing or accruing with respect to the Equipment;
(c) take possession of the Equipment, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such demand or notice, Sublessee shall have wherever the rightsame may be located, but not without any court order or other process of law. Lessee hereby waives any and all damages occasioned by such taking of possession; or
(d) terminate the obligationAgreement. Lessee understands that notwithstanding any repossession or any other remedy which Lessor may exercise, to cure such default itself, and the costs incurred by Sublessee in curing such default Lessee shall be offset against and remain liable to Lessor for the Base Rent next coming due until satisfied in fullfull performance of all of Lessee's obligations under this Agreement. LESSEE ALSO UNDERSTANDS THAT IT SHALL BE RESPONSIBLE TO PAY TO OR REIMBURSE LESSOR FOR ALL REASONABLE COSTS AND EXPENSES, INCLUDING SOLICITORS FEES ON A SOLICITOR-CLIENT BASIS, INCURRED BY LESSOR IN EXERCISING ANY OF ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT, OR ENFORCING ANY OF THE TERMS, CONDITIONS OR PROVISION OF THIS AGREEMENT, INCLUDING THE COST OF REMOVING OR REPOSSESSING ANY ITEM OF EQUIPMENT.
Appears in 2 contracts
Samples: Equipment Rental Agreement, Equipment Rental Agreement
Default. 18.1. If Sublessee shall default in and whenever:
(a) the payment of rent or other payments required of SublesseeRent hereby reserved, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereofthereof, upon executionis not paid on the day appointed for payment thereof, attachmentwhether demanded or not, or
(b) in the case of breach or non-observance or non-performance of any of the covenants, agreements, provisos, conditions, or their process rules and regulations on the part of law; the Tenant to be kept, observed, or performed, or
(c) in case the Term is taken in execution of attachment for any cause whatsoever,
(d) if, without being permitted under this Lease, the Restaurant should be used by any person other than the Tenant, or for any purpose other than that for which the same was let, or then if Sublessee shall make an assignment the Landlord considers the default is curable by the Tenant, the Landlord may give to the Tenant notice of its property for such default and if at the benefit expiration of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against 15 days after the Sublessee which remains undischarged for a period giving of 60 dayssuch notice the default continues to exist, or if a receiver, trustee, or assignee shall the Landlord considers the default to be appointed for the whole or any part of the Sublessee's propertynon-curable, then in any of said casesevery such case, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect it will be lawful for the rights of the Sublessor in any bankruptcy or receivership, then immediately, or Landlord at any time thereafter, and without further notice of demand, thereafter to enter into and upon the Subleased Premises, Restaurant or any part hereof thereof in the name of the wholewhole and the same to have again, repossess, and hold enjoy as of its former estate, anything inthis Lease contained to the Subleased Premises contrary notwithstanding. Whenever the Landlord is entitled to re-enter the Restaurant it may, at its option and without limiting its other remedies, terminate the Lease and, if so terminated, the full amount of Rent for that part of the Term that would have remained will become due and payable. If this Lease is so terminated, the Landlord, to the extent permitted by law, may immediately repossess the Restaurant, sell or dispose of such Tenant's fixtures, trade fixtures, personal property or leasehold improvements therein as if this Sublease had not been madethe Landlord considers appropriate, or store any of the Tenant's fixtures, trade fixtures, personal property or leasehold improvements therein in a public warehouse or elsewhere at the cost of the Tenant, all without service of notice, without legal proceedings, and expel Sublessee without liability for loss or damage and those claiming wholly without prejudice to the rights of the Landlord to recover arrears of Rent or damages for any default by the Tenant of its obligations or agreements under it, and remove its this Lease or their property without being taken or deemed to be guilty of any manner of trespass (term or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but wholly without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first prejudice to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any rights of the above as Landlord to expenses or rent, provide recover from the Sublessee with an itemization Tenant damages for loss of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default Rent suffered by reason of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itselfLease having been prematurely terminated, and the Landlord reserves a right to claim all costs incurred by Sublessee in curing such default shall be offset against (on a solicitor and client basis) losses, damages, and expenses arising from the Base Rent next coming due until satisfied in fullTenant's breach.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Default. 18.1Section 1. If Sublessee Subject to the provisions of this Article XIV, this Lease is made upon the express condition that Lessee shall default in faithfully and punctually perform and observe all the payment of rent or other payments required of Sublesseeagreements, covenants and conditions herein set forth to be performed by Lessee, and that if Sublessee (i) at any time any Rent, insurance premiums, utilities charges or any other amounts required to be paid by Lessee hereunder, or any part thereof, shall fail to cure said default within seven be in arrears and unpaid for a period of five (75) business days after receipt of written notice of said default from Sublessor; the due date, or (ii) if Sublessee defaults shall default be made or suffered in the performance or observance of any of the other agreement covenants or condition on its part to be performed or observedconditions of this Lease, and if Sublessee shall fail Lessee fails to cure said such default within ninety twenty (9020) days after notice in writing thereof shall have been given by Lessor to Lessee, or (iii) if such longer default cannot be corrected within such twenty (20) day period, if Lessee does not commence to correct such default within said twenty (20) day period and thereafter diligently prosecute the correction of same to completion within a reasonable time, but in no event exceeding a total of (60) days unless Lessor agrees to extend such sixty (60) day period, which Lessor shall agree to extend from time to time if Lessee is diligently prosecuting the correction of same, but is unable to complete the correction due to circumstances outside of Lessee’s reasonable control, Lessor shall have the right, at its election, to exercise the remedies set forth below:
(a) Terminate this Lease by giving Lessee notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination and all rights of Lessee under this Lease and in and to the Premises shall terminate. Lessee shall remain liable for all obligations under this Lease arising up to the date of such termination, and Lessee shall surrender the Premises to Lessor on the date specified in such notice; or
(b) Terminate this Lease as provided above and recover from Lessee all damages Lessor may incur by reason of Lessee’s default, including, without limitation, an amount which, at the date of such termination, is calculated as follows: (1) the value of the excess, if any, of (A) the Rent and all other sums which would have been payable hereunder by Lessee for the period commencing with the day following the date of such termination and ending with the Expiration Date had this Lease not been terminated (the “Remaining Term”), over (B) the aggregate reasonable rental value of the Premises for the Remaining Term (which excess, if any shall be reasonably required so long discounted to present value at a commercially reasonable discount rate for the Remaining Term); plus (2) the costs of recovering possession of the Premises and all other expenses incurred by Lessor due to Lessee’s default, including, without limitation, reasonable attorney’s fees; plus (3) the unpaid Rent earned as of the Sublessee date of termination plus any interest and late fees due hereunder, plus other sums of money and damages owing on the date of termination by Lessee to Lessor under this Lease or in connection with the Premises. Notwithstanding the foregoing, the amount as calculated above shall not include consequential, special or punitive damages. The amount as calculated above shall be diligently pursuing deemed immediately due and payable. The payment of the amount calculated herein shall not be deemed a penalty but shall merely constitute payment of liquidated damages, it being understood and acknowledged by Lessor and Lessee that actual damages to Lessor are extremely difficult, if not impossible, to ascertain. In determining the aggregate reasonable rental value pursuant to subparagraph (B) above, the parties hereby agree that, at the time Lessor seeks to enforce this remedy, all relevant factors should be considered, including, but not limited to, (a) the length of time remaining in the Term, (b) the then current market conditions in the general area in which the Building is located, (c) the likelihood of reletting the Premises for a period of time equal to the remainder of the Term, (d) the net effective rental rates then being obtained by landlords for similar type space of similar size in similar type buildings in the general area in which the Building is located, (e) the vacancy levels in the general area in which the Building is located, (f) current levels of new construction that will be completed during the remainder of the Term and how this construction will likely affect vacancy rates and rental rates and (g) inflation; or
(c) without terminating this Lease, declare immediately due and payable the sum of the following: (1) the present value (calculated using a commercially reasonable discount rate) of all Rent due and coming due under this Lease for the entire remaining Term (as if by the terms of this Lease they were payable in advance), plus (2) the cost of recovering and reletting the Premises and all other expenses incurred by Lessor in connection with Lessee’s default, plus (3) any unpaid Rent and other rentals, charges, assessments and other sums owing by Lessee to Lessor under this Lease or in connection with the Premises as of the date this provision is invoked by Lessor, plus (4) interest on all such cure after receipt of written notice of said default amounts from Sublessor; or if any person shall levy uponthe date due at the interest rate chargeable under Article I hereof, and Lessor may immediately proceed to distrain, collect, or take Sublessee's leasehold interest or any part hereof, upon execution, attachmentbring action for such sum, or their process may file a proof of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if claim in any bankruptcy or insolvency proceedings to enforce payment thereof; provided, however, that such payment shall not be deemed a penalty or liquidated damages, but shall merely constitute payment in advance of all Rent payable hereunder throughout the Term, and provided further, however, that upon Lessor receiving such payment, Lessee shall be commenced entitled to receive from Lessor all rents received by Sublessee or an involuntary bankruptcy Lessor from other assignees, tenants and subtenants on account of said Premises during the remainder of the Term (provided that the monies to which Lessee shall be filed against so become entitled shall in no event exceed the Sublessee which remains undischarged entire amount actually paid by Lessee to Lessor pursuant to this subparagraph (iii)), less all costs, expenses and attorneys’ fees of Lessor incurred but not yet reimbursed by Lessee in connection with recovering and reletting the Premises; or
(d) Without terminating this Lease, in its own name but as agent for a period Lessee, enter into and upon and take possession of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole Premises or any part thereof. Any property remaining in the Premises may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of, Lessee without Lessor being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby unless caused by Lessor’s negligence. Thereafter, Lessor may, but shall not be obligated to, lease to a third party the Sublessee's propertyPremises or any portion thereof as the agent of Lessee upon such terms and conditions as Lessor may deem necessary or desirable in order to relet the Premises. The remainder of any rentals received by Lessor from such reletting, then after the payment of any indebtedness due hereunder from Lessee to Lessor, and the payment of any costs and expenses of such reletting, shall be held by Lessor to the extent of and for application in any payment of said casesfuture rent owed by Lessee, Sublessor lawfully if any, as the same may upon seven days notice or if become due and payable hereunder. If such notice rentals received from such reletting shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafteror from time to time be less than sufficient to pay to Lessor the entire sums then due from Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for any such previous default provided same has not been cured; or
(e) Without terminating this Lease, and with or without further notice of demandto Lessee, enter into and upon the Subleased PremisesPremises and, without being liable for prosecution or any part hereof claim for damages therefor, maintain the Premises and repair or replace any damage thereto or do anything or make any payment for which Lessee is responsible hereunder. Lessee shall reimburse Lessor immediately upon demand for any actual expenses which Lessor incurs in thus effecting Lessee’s compliance under this Lease and Lessor shall not be liable to Lessee for any damages with respect thereto; or
(f) Without liability to Lessee or any other party and without constituting a constructive or actual eviction, suspend or discontinue furnishing or rendering to Lessee any property, material, labor, utilities or other service, wherever Lessor is obligated to furnish or render the name same so long as an event of default exists, and remains uncured after any applicable cure period, under this Lease; or
(g) With or without terminating this Lease, allow the Premises to remain unoccupied and collect rent from Lessee as it comes due; or
(h) Pursue such other remedies as are available at law or equity.
(i) If this Lease shall terminate as a result of or while there exists an Event of Default hereunder, any funds of Lessee held by Lessor may be applied by Lessor to any damages payable by Lessee (whether provided for herein or by law) as a result of such termination or default. Neither the commencement of any action or proceeding, nor the settlement thereof, nor entry of judgment thereon shall bar Lessor from bringing subsequent actions or proceedings from time to time, nor shall the failure to include in any action or proceeding any sum or sums then due be a bar to the maintenance of any subsequent actions or proceedings for the recovery of such sum or sums so omitted. No agreement to accept a surrender of the whole, Premises and hold no act or omission by Lessor or Lessor’s agents during the Subleased Term shall constitute an acceptance or surrender of the Premises as if unless made in writing and signed by Lessor. No re-entry or taking possession of the Premises by Lessor shall constitute an election by Lessor to terminate this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or Lease unless a written notice of such intention is given to Lessee. No provision of this Lease shall be deemed to be guilty have been waived by either party unless such waiver is in writing and signed by the party making such waiver. Lessor’s acceptance of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (Rent in full or in the event that Sublessor part following an Event of Default hereunder shall sent to Sublessee notice of termination not be construed as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case waiver of such termination, Sublessee will indemnify and pay to Sublessor each month, Event of Default. No custom or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, practice which may grow up between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor parties in connection with obtaining possession the terms of this Lease shall be construed to waive or lessen either party’s right to insist upon strict performance of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement terms of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars other party.
Section 3. If, after the commencement of such default or breach of performance providedthe Term, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default a) Lessee shall be deemed adjudicated a bankrupt or adjudged to be rectified insolvent; (b) a receiver or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee trustee shall be entitled to pursue any appointed for Lessee’s property and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.affairs;
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Xpedx Holding Co), Contribution and Distribution Agreement (Xpedx Holding Co)
Default. 18.1. If Sublessee shall default in It is hereby expressly agreed and declared as follows:-
10.1 If:-
(a) the payment Rent and/or any of rent or the other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest charges payable hereunder or any part hereofthereof shall be in arrear for fourteen (14) days after the same shall have become payable (whether formally demanded or not); or
(b) the Tenant shall suspend business without the Landlord's prior written consent; or
(c) there shall be any other breach or non-performance of any of the stipulations, upon execution, attachment, conditions or their process agreements herein contained and on the part of lawthe Tenant to be observed or performed; or
(d) the Tenant shall become bankrupt or if Sublessee shall make an assignment of its property enter into composition with his creditors generally or being a corporation go into liquidation whether compulsory or voluntary (save for the benefit purposes of creditorsamalgamation or reconstruction approved by the Landlord) or shall suffer a receiver to be appointed; or
(e) the Tenant shall suffer execution to be levied upon the Premises or if Sublessee shall file voluntary bankruptcy; or if otherwise on the Tenant's goods in Hong Kong, then and in any bankruptcy or insolvency proceedings such case it shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed lawful for the whole Landlord at any time thereafter to re-enter on and upon the Premises or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof thereof in the name of the whole, whole and hold thereupon this Lease shall absolutely determine but without prejudice to any right of action by the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty Landlord in respect of any manner of trespass (outstanding breach or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (non-observance or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected non-performance by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment Tenant of any of the above as to expenses or rent, provide terms of this Lease. A written notice served by the Sublessee with an itemization of all such items as a condition Landlord on the Tenant to the Sublessee's obligations effect that the Landlord thereby exercises the power of re-entry herein contained shall be a full and sufficient exercise of such power without physical entry on the part of the Landlord notwithstanding any rule of law or equity to make payment. If Sublessor the contrary.
10.2 Notwithstanding anything herein contained if the Rent, management, air-conditioning or other charges or moneys herein reserved or any part or parts thereof shall be in default arrears (hereinafter referred to as "the Arrears") and if the Tenant persists in its failure to pay the same after three (3) days' notice in writing is given by the Landlord, the Landlord shall be entitled to:-
(a) recover from the Tenant as a debt the expenses incurred by the Landlord in the prompt course of recovering the Arrears including without limitation:-
(i) such sum as the Landlord shall reasonably determine being collection charges for the additional work incurred by the Landlord's staff and/or the Manager (as the case may be) in collecting the Arrears;
(ii) all legal charges and full performance expenses on an indemnity basis incurred by the Landlord for the purpose of recovering the Arrears;
(iii) all other fees paid to debt-collectors appointed by the Landlord for the purpose of collecting the Arrears; and
(b) disconnect or discontinue the supply of services to the Premises and/or to the Tenant such as air-conditioning services, water, gas, electric power, management and other services forthwith without incurring any liability to the Tenant for any loss or damage suffered by the Tenant as a result thereof; Provided Always that the rights and remedies given to the Landlord by this Clause shall be deemed cumulative remedies and shall not prejudice any right of action or any remedy of the Landlord for the recovery of any other Rent or money due to the Landlord from the Tenant.
10.3 Any demand for or acceptance of any Rent by the Landlord or its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same canagents hereunder shall not be rectified deemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach, non-observance or cured within non-performance by the Tenant of any of the agreements, stipulations, terms and conditions herein contained and on the part of the Tenant to be observed and performed and any such thirty (30 day periodbreach, then such default non-observance or non-performance shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, a continuing breach of covenant and the Tenant shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall not be entitled to pursue set up any such demand for or acceptance of rent as a defence in any action for forfeiture or otherwise.
10.4 For the purpose of this Lease, any act, default, neglect or omission of any servant agent employee contractor or licensee (which term shall include any person present in using or visiting the Premises with the consent of the Tenant express or implied) of the Tenant shall be deemed to be the act, default, neglect or omission of the Tenant and all remedies available any act, default, neglect or omission of any servant agent employee contractor or licensee of the Landlord shall be deemed to Sublessee at law be the act, default, neglect or omission of the Landlord.
10.5 For the purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance or any statutory modification or re-enactment thereof for the time being in equity, including, without limitationforce and of this Lease, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, Rent and the costs incurred by Sublessee management charges payable in curing such default respect of the Premises shall be offset against and be deemed to be in arrear if not paid in advance at the Base Rent next coming due until satisfied times and in fullthe manner hereinbefore provided for payment thereof.
Appears in 2 contracts
Samples: Lease (Goldman Sachs Group Inc), Lease (Goldman Sachs Group Inc)
Default. 18.1. If Sublessee a. Each of the following events shall default in the payment be a “Lessee Event of rent or other payments required of Sublessee, and if Sublessee Default” under this Lease:
i. Lessee shall fail to pay any installment of rent hereby reserved or any other charges which are due hereunder as and when the same shall become due and shall not cure said such default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part thereof is given by Lessor to be performed or observed, and if Sublessee Lessee;
ii. Lessee shall fail to cure said default within ninety (90) days comply with any term, provision or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement covenant of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to other than the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promisescharges which are due hereunder, covenants, or agreements contained in this Sublease and shall not cure such default in performance continues for more than failure within thirty (30) days after written notice thereof from Sublessee is given by Lessor to Sublessor specifying the particulars of Lessee (provided that if such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot reasonably be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day perioddays, then Lessee shall have commenced an additional reasonable period of time (not to exceed ninety (90) days) within which to cure such cure and shall continue thereafter with due diligence to cause such cure to be completeddefault);
iii. Upon any default of this Sublease by Sublessor, Sublessee Lessee shall be entitled adjudged insolvent, make a transfer in fraud of creditors or make an assignment for the benefit of creditors;
iv. Lessee shall file a petition under any section or chapter of the Bankruptcy Reform Act of 1978, as amended, or under any similar law or statute of the United States or any state thereof, or Lessee shall be adjudged bankrupt or insolvent in proceedings filed against Lessee thereunder, or
v. A receiver or trustee shall be appointed for all or substantially all of the assets of Lessee or Guarantor and Lessee or Guarantor shall not have had such appointment discharged within thirty (30) days after Lessee receives written notices of such appointment.
b. Upon the occurrence of any Lessee Event of Default, Lessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever:
i. Terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor, and if Lessee fails to do so, Lessor may, without prejudiceto any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Lessee and any other person who may be occupying the Premises, or any part thereof, by force if necessary, without being liable to prosecution or for any claim for damages (including specifically any liability or duty under Section 93.002 of the Texas Property Code, which is specifically superseded hereby); and Lessee agrees to pay to Lessor on demand the amount of all remedies available loss and damage which Lessor may suffer by reason of such termination including without limitation, accrued rent and interest thereon pursuant to Sublessee at law this Lease, the reasonable cost of recovering the Premises and the reasonable costs of reletting the Premises (including, without limitation, advertising costs, brokerage fees, leasing commissions, reasonable attorneys’ fees and reasonable refurbishing costs), whether through inability to relet the Premises on satisfactory terms or otherwise;
ii. Enter upon and take possession of the Premises (without terminating the Lease) and expel or remove Lessee and other persons who may be occupying the Premises, or any part thereof, by force if necessary, without being liable to prosecution or for any claim for damages (including specifically any liability or duty under Section 93.002 of the Texas Property Code, which is specifically superseded hereby), and relet the Premises, as Lessee’s agent, and receive the rent therefore; and Lessee agrees to pay Lessor on demand any deficiency that may arise by reason of such reletting. Lessee hereby waives any right to claim damages for such re-entry and repossession, including any rights granted to Lessee by Chapter 93 of the Texas Property Code. In the event of a termination of Lessee’s possession of the Premises under this Paragraph 13(b) and notwithstanding anything in equitySection 93.002 of the Texas Property Code to the contrary, Lessor shall have no obligation whatsoever to tender to Lessee a key for new locks installed in the Premises and Lessee shall have no further right to possession of the Premises. The provisions contained in the preceding sentence shall override and control any inconsistent conflicting provisions of Section 93.002 of the Texas Property Code. In the event Lessor shall elect so to relet, then rent received by Lessor from such reletting shall be applied first, to the payment of any indebtedness other than rent due hereunder from Lessee to Lessor (in such order as Lessor shall designate), second, to the payment of any cost of such reletting, including, without limitation, reasonable refurbishing costs, reasonable attorneys’ fees, advertising costs, brokerage fees and leasing commissions, and third, to the right payment of self- helprent due and unpaid hereunder (in such order as Lessor shall designate). In Lessor shall not be responsible or liable for any failure, and Lessee hereby waives any obligation on the event Sublessor fails part of Lessor, to cure relet the default within ten Premises or any part thereof or to collect any rent due upon any such reletting. No re-entry or taking of possession of the Premises by Lessor pursuant to this paragraph shall be construed as an election on Lessor’s part to terminate this Lease unless a written notice of such termination is given to Lessee pursuant to paragraph and, notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for such previous breach. If Lessor relets the Premises (10it being understood and agreed that Lessor shall have no obligation whatsoever to relet the Premises), either before or after the termination of this Lease, for a rental greater than the rent provided in this Lease, then for that portion of the Premises that is subject to such new lease, all such excess rentals shall be and remain the exclusive property of Lessor, and Lessee shall not be, at any time, entitled to recover said excess rental; or
iii. Enter upon the Premises, without being liable to prosecution of for any claim for damages, and do whatever Lessee is obligated to do under the terms of this Lease; and the Lessee agrees to reimburse Lessor on demand for any reasonable and necessary expenses which Lessor may incur in thus effecting compliance with Lessee’s obligations hereunder. No repossession of or re-entering upon the Premises or any part thereof pursuant to this Paragraph 13(b) or otherwise and no reletting of the Premises or any part thereof pursuant to this Paragraph 13(b) shall relieve Lessee or any Guarantor of its liabilities and obligations hereunder, all of which shall survive such repossession or re-entering. Pursuant of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Lessor hereunder or of any damage accruing to Lessor by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Lessor to enforce one or more of the remedies herein provided upon the occurrence of a Lessee Event of Default shall not be deemed or construed to constitute a waiver of such default.
c. Each of the following events shall be a “Lessor Event of Default” under this Lease:
i. Lessor shall fail or refuse to pay any sum of money payable hereunder when due, and the failure or refusal continues for thirty (30) days after delivery written notice thereof is given by Lessee to Lessor; or
ii. Lessor shall fail or refuse to comply with any term, provision, or covenant of this Lease, other than provisions for the payment of money, and does not cure the failure or refusal within thirty (30) days after written notice thereof is given by Lessee to Lessor (provided that is such noticedefault cannot reasonably be cured within thirty (30) days, Sublessee then Lessor as the case may be, shall have an additional reasonable period of time within which to cure such default).
d. Upon the occurrence of any Lessor Event of Default, Lessee shall have the rightoption to pursue any one or more of the following remedies without any notice or demand whatsoever:
i. Cure the Lessor Event of Default and in connection therewith pay or incur reasonable expenses. Notwithstanding the foregoing, but Lessee shall not have such right to cure a Lessor Event of Default set forth in Paragraph 13(c)(ii) in the obligation, event Lessor or their mortgagee takes action to cure such default itselfwithin the cure period therein provided, but is unable, by reason of the nature of the work involved, to cure the same within such period, provided Lessor or their mortgagee (whoever commences such work) continues such work thereafter diligently and without unnecessary delays. Additionally, Lessee shall have the right to remedy any default of an emergency nature, in the event Lessor or their morrgagee fails to commence to cure any default creating an emergency situation promptly upon being given notice which is reasonable under the circumstances, and Lessee shall have the costs right to remedy such a default without notice (if the giving of notice is not reasonably practicable) in the event of an emergency. All sums so expended or obligations incurred by Sublessee Lessee in curing such default connection with the foregoing, shall be offset against paid by Lessor to Lessee within five (5) days after demand. Pursuant to any of the Base Rent next coming due until satisfied in fullforegoing remedies shall not preclude pursuit of any of the other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damage accruing to Lessee by xxxxx of the violation of any of the terms, provisions, and covenants herein contained. Forbearance by Lessee to enforce one or more of the remedies herein provided upon the occurrence of a Lessor Event of Default shall not be deemed or construed to constitute a waiver of such default.
Appears in 2 contracts
Samples: Ground Lease Agreement (Biofuels Power Corp), Ground Lease Agreement (Biofuels Power Corp)
Default. 18.1. If Sublessee shall default Lessee defaults in the payment of rent any payment due under the terms of this Agreement, or defaults in any other payments required of Sublesseeobligation contained herein, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest property or any part hereof, thereof is seized or levied upon execution, attachment, or their attempted to be seized or levied upon under any legal process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed issued against the Sublessee which remains undischarged for a period of 60 daysLessee, or if a receiverdebtor's relief proceeding or a bankruptcy, trusteereceivership, or assignee insolvency shall be appointed instituted or filed by or against Lessee, or if Lessee shall enter into any arrangement or composition with creditors, this will be considered a breach of this Lease Agreement, which shall automatically terminate it. It is understood and agreed between the parties that “time is of the essence" in this Agreement. In case Lessee shall fail to make any of the lease payments above required or shall fail to keep any other agreement herein contained, then Lesser, at Lessor’s option and within the timeframe allowed by law, shall have any and all of the following remedies, in addition to other legal rights and remedies:
A. To institute an action or other proceeding for the whole enforcement of payment of any delinquent lease payments or the performance of any other covenant or agreement herein contained, in the same manner and to the same extent as though such installments or other obligations were evidenced by an unsecured promissory note then due and payable.
B. Lesser may re-enter the premises immediately and terminate Lessee's occupancy of the premises.
C. Upon termination of this Agreement for breach of any of its conditions and terms, the Lessee shall relinquish all rights, privileges, and financial considerations, including all lease payments, any monies spent for improvements, or any part other monies spent are laid claim to. In the event of termination of this Agreement for breach, all rights and interest created or then existing in favor of Lessee as against Lesser hereunder shall thereupon cease, and all other rights acquired by Lessor hereunder shall revert to and revest in Lessor without any act of re-entry or any other act of Lesser to be performed, and without any right of Lessee of return, reclamation or compensation for moneys paid on account of the Sublessee's lease with option to purchase of said property, then and such payments therefore made under this contract are to be retained by and belong to Lessor as the agreed and liquidated damages, and Lessor in any the case of said cases, Sublessor lawfully may upon seven days notice or if such notice termination shall adversely affect have the rights of the Sublessor in any bankruptcy or receivership, then right immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining take possession of the Subleased Premisesproperty thereof, together with removing from the Subleased Premises property of Sublessee all improvements and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessorappurtenances thereon or thereto belonging. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor remedies accorded Lessor hereunder are cumulative and concurrent and shall be in default in the prompt and full performance of addition to any other of its promises, covenantsrights or remedies permitted by law or equity. Lessor, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day periodLessor’s assigns, shall have commenced the right to enforce one or more remedies hereunder, successively or concurrently, and such cure and action shall continue thereafter with due diligence to cause such cure to be completed. Upon not operate or stop or prevent Lesser or Lessor’s assigns from pursuing any default of this Sublease further or other remedy hereunder or which is permitted by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.LESSOR’S INITIALS ______ / ______ LESSEE’S INITIALS ______ / ______
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Default. 18.1a. It shall be an Event of Default upon the happening of any of the following:
i. Sublessee fails to pay any Rent hereunder and such failure continues for five (5) days after Sublessee’s receipt of written notice thereof from Sublessor to Sublessee;
ii. If Sublessee shall default in the payment of rent or fails to pay any other payments required of Sublesseeamount due from Sublessee hereunder for which Sublessee has received written notice from Sublessor that such amount is due, and if Sublessee shall fail to cure said default within seven such failure continues for ten (710) business days after Sublessee’s receipt of written notice of said default such failure to pay from Sublessor; Sublessor to Sublessee;
iii. Sublessee fails to perform or if Sublessee shall default in the performance or observance of observe any other material covenant or agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained set forth in this Sublease and such default in performance failure continues for more than thirty (30) days after Sublessee’s receipt of written notice thereof from Sublessor to Sublessee (it being intended in connection with a default not susceptible of being cured with due diligence within said thirty (30) day period that the time allowed Sublessee within which to cure same shall be extended for such period as may be necessary to complete same with all due diligence); or
iv. Any other event occurs that involves Sublessee or is caused by Sublessee within the Subleased Premises and with regard to which (y) Sublessor has received notice from Master Landlord that the same constitutes a default under the Master Lease, and (z) Sublessor has provided Sublessee with a copy of such written default notice from Master Landlord, and Sublessee fails to cure such default as claimed by Master Landlord before that default matures into an Event of Default under the Master Lease, but only to the extent that Sublessee is responsible for the event giving rise to Master Landlord’s default notice.
b. It shall be an Event of Sublessor Default upon the happening of any of the following:
i. Sublessor fails to pay timely any Rent, Operating Expenses, Real Estate Taxes, Code Costs or other amounts due and payable under the Master Lease and such failure becomes an Event of Default under the Master Lease;
ii. Sublessor fails to perform or observe any other covenant or agreement set forth in the Master Lease and such failure becomes an Event of Default under the Master Lease; or
iii. Sublessor fails to perform or observe any covenant or agreement set forth in this Sublease and such failure continues for thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars (it being intended in connection with a default not susceptible of such default or breach of performance provided, however, that if the default complained of, is of such a nature being cured with due diligence within said thirty (30) day period that the time allowed Sublessor within which to cure same cannot shall be rectified extended for such period as may be necessary to complete same with all due diligence).
c. If there shall be an Event of Default by Sublessee or cured within such thirty an Event of Sublessor Default by Sublessor (30 day period“Defaulting Party”), then Sublessor or Sublessee, respectively, as the case may be (“Non-Defaulting Party”), may exercise all rights and remedies available to it at law or in equity including, without limitation, all rights and remedies afforded the Master Landlord under the Master Lease. If the Defaulting Party fails or refuses to make any payment or perform any covenant or agreement to be performed hereunder, the Non-Defaulting Party may make such default payment or undertake to perform such covenant or agreement (but shall not have any obligation to do so). In such event, any actual and reasonable amounts so paid or incurred by the Non-Defaulting Party including, without limitation, all costs, expenses and reasonable attorneys’ fees (collectively “Cure Costs”), shall be immediately due and payable by the Defaulting Party to the Non-Defaulting Party. If Sublessee is the Defaulting Party, Cure Costs shall be deemed to be rectified or cured Rent, and if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by SublessorSublessor is the Defaulting Party, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset its Cure Costs against the Base Rent next coming due until satisfied in fullRent.
Appears in 2 contracts
Samples: Sublease Agreement (Titan Pharmaceuticals Inc), Sublease Agreement (Anesiva, Inc.)
Default. 18.1. If Sublessee shall default is made in the payment of any installment of rent or other payments required of Sublesseeon the due date thereof, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee LESSEE shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, Agreement (other than payment of rent) and if Sublessee shall fail to cure said such default within ninety (90other than payment of rent) continues for 30 days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysthereof, or if a receiver, trustee, the Leased Premises be vacated or assignee shall be appointed for the whole or any part abandoned in violation of the Sublessee's propertyterms hereof, then in any such event this Lease shall terminate, at the option of said casesthe LESSOR, Sublessor lawfully and LESSOR may upon seven days re-enter the Leased Premises and take possession thereof, with or without force or legal process and without notice or demand, the service of notice, demand or legal process being hereby expressly waived, and upon such entry, as aforesaid, this Lease shall terminate and the LESSOR may exclude LESSEE from the Leased Premises, changing the lock on the door or doors if deemed necessary, without being liable to LESSEE for any damages or for prosecution therefore, LESSOR's rights in such notice event may be enforced by action in unlawful detainer or other proper legal action, and the LESSEE shall adversely affect remain liable for a sum equal to the rights entire rent payable to the end of the Sublessor in term hereof and shall pay any bankruptcy loss or receivershipdeficiency sustained by the LESSOR on account of the Leased Premises being let for the remainder of the then current term for a sum less than the amount due hereunder. LESSOR, then immediatelyas agent for LESSEE without notice, or at any time thereafter, and without further notice of demand, enter into and upon may re-let the Subleased Premises, Leased Premises or any part hereof in thereof for the name remainder of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the then current term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to sum less than the amount due hereunder. LESSOR, as agent for LESSEE without notice, may re-let the Leased Premises or any amounts due under this Sublease, which are not paid within seven (7) business days from part thereof for the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration remainder of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable or for any expenses incurred by Sublessor in connection with obtaining possession longer or shorter period as opportunity may offer, and at such rentals as may be obtained, and LESSEE agrees to pay the difference between a sum equal to the amount of rent payable during the residue of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, term and the costs incurred net rent actually received by Sublessee in curing such default the LESSOR during the term after deducting all expenses of every kind for repairs, recovering possession and re-letting the same, which difference shall accrue and be offset against the Base Rent next coming due until satisfied in fullpayable monthly.
Appears in 2 contracts
Samples: Lease (Atlantic Express Transportation Corp), Lease Agreement (Atlantic Express Transportation Corp)
Default. 18.1A. The occurrence of any one or more of the following events shall constitute a default hereunder by TENANT (an “Event of Default”):
1. If Sublessee Base Rent or Additional Rent is not paid within five (5) days after it is due and payable;
2. If TENANT shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail have failed to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall a default in the performance or observance of any of the other agreement terms, covenants or condition on its part to provisions of this Lease (except payment of rent) or any rule or regulation hereinafter set forth within fifteen(15) days after written notice thereof, or if such default is of a nature that it cannot be performed or observedcompletely remedied within said fifteen (15) day period, and if Sublessee TENANT shall fail to cure not commence within said default within ninety fifteen (9015) days or and shall not thereafter diligently procure to completion all steps necessary to remedy such longer period as default;
3. If a petition in bankruptcy shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; filed by or against TENANT or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee TENANT shall make an a general assignment of its property for the benefit of creditors; , or if Sublessee shall file voluntary bankruptcy; receive the benefit of any insolvency or if reorganization act;
4. If a receiver or trustee is appointed for any bankruptcy portion of TENANT’S property and such appointment is not vacated within sixty (60) days;
5. If an execution or insolvency proceedings attachment shall be commenced by Sublessee or an involuntary bankruptcy issued under which the Demised Premises shall be filed against taken or occupied or attempted to be taken or occupied by anyone other than TENANT;
6. If the Sublessee which remains undischarged Demised Premises become and remain vacant, deserted or abandoned for a period of 60 thirty (30) consecutive days, or if a receiver, trustee, or assignee shall be appointed ;
7. If the Demised Premises are used for some purpose other than the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of defaultuse specifically authorized herein.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, B. If TENANT shall default in performing any covenant or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear exceptedLANDLORD may perform the same for the account of TENANT, and with TENANT shall reimburse LANDLORD for any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above expense incurred therefor as to expenses or additional rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 2 contracts
Default. 18.1. (a) If Sublessee shall default by the date set for a respective Closing, Seller has fulfilled all of Seller’s obligations hereunder (other than any withheld in the payment accordance with Section 14) and all of rent Purchaser’s conditions precedent to closing have been satisfied or waived in writing by Purchaser (other payments required of Sublesseethan any performance by Seller withheld in accordance with Section 14), and if Sublessee shall Purchaser, without lawful excuse, fails to fulfill its obligations hereunder and continues to fail and refuse to cure said default within seven fulfill Purchaser’s obligations hereunder for more than five (75) business days after receipt of written notice of said such default from SublessorSeller, Seller may either: (i) terminate this Agreement; or if Sublessee shall default (ii) seek specific performance of this Agreement in a court of competent jurisdiction.
(b) If by the date set for a respective Closing, Purchaser has fulfilled all of Purchaser’s obligations hereunder (other than any withheld in accordance with Section 13) and all of Seller’s conditions precedent to Closing have been satisfied or waived in writing by Seller (other than any performance or observance of any other agreement or condition on its part to be performed or observedby Purchaser withheld in accordance with Section 13), and if Sublessee shall fail Seller, without lawful excuse, fails to cure said default within ninety fulfill Seller’s obligations hereunder for more than five (905) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said such default from SublessorPurchaser, Purchaser may either: (i) terminate this Agreement; or (ii) seek specific performance of this Agreement in a court of competent jurisdiction.
(c) Notwithstanding anything else to the contrary herein, if any person shall levy upon, before or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property after Seller gives Purchaser notice that the Pad Site is in Pad-Ready Condition the Purchaser notifies Seller that Purchaser has elected not to enter into a Recreation Center Construction Contract (as that term is defined in the Development Agreement) by the latest date specified for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyClosing Date herein, then this Agreement shall automatically terminate and, in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable addition to any amounts due obligations Purchaser may have under this Subleasethe Development Agreement, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee Seller notifies Purchaser of the amount payable by Seller to Sublessor specifying Bliss Sports II or third parties for causing the particulars Pad Site to be in Pad-Ready Condition (limited to the out of such default pocket expenses of Bliss Sports II or breach of performance provided, however, that if the default complained of, is of such a nature that third party plus percent ( %))(the same cannot be rectified or cured within “Pad Site Ready Improvement Amount”), Purchaser will pay such thirty (30 day periodamount to Seller, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure together with its out of pocket expenses for the Commitment and shall continue thereafter with due diligence to cause such cure to be completedcopies of exception documents. Upon reasonable request, will provide Purchaser with access to the Seller’s, Bliss Sports II’s and any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any such third party’s books and all remedies available to Sublessee at law or in equity, including, without limitation, records evidencing the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullPad Site Ready Improvement Amount.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
Default. 18.1. If Sublessee shall default in Upon the payment occurrence of rent or other payments required any of Sublessee, and if Sublessee the following events ("Events of Default"):
(a) Pledgor shall fail to cure said default within seven pay (7i) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole all or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights principal of the Sublessor Xxxxxx Indebtedness or the Peipert Indebtedness when due in any bankruptcy or receivership, then immediatelyaccordance with the terms thereof, or at (ii) any time thereafterinterest on the Xxxxxx Indebtedness or the Peipert Indebtedness, and without further notice in both instances such default shall continue unremedied for a period of demandten (10) Business Days; provided, enter into and upon however, that Pledgor shall have the Subleased Premises, right to withhold any payment of principal or any part hereof interest in the name accordance with Sub-Section 8.03 of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass Merger Agreement; or
(or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor b) Pledgor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full observance or performance of any other of its promises, covenants, or agreements provision contained in this Sublease Agreement or in the Xxxxxx Note or the Peipert Note, and such default in performance continues shall continue unremedied for more than a period of thirty (30) days Business Days after Pledgor has received a written notice thereof from Sublessee to Sublessor specifying the particulars of such default from the appropriate Pledgee; or
(c) If the Pledgor files or breach consents to the filing of performance any petition in bankruptcy or for other relief under any bankruptcy law or law for the relief of debtors, or is adjudicated insolvent, which adjudication is not shown or dismissed within thirty (30) Business Days after the date thereof, or makes an assignment to its creditors, or a receiver or a similar person is appointed with respect to the Pledgor's assets, which appointment is not stayed within thirty (30) Business Days after the date thereof; then, and in any such event, either Pledgee by written notice to Pledgor may declare the full amount of the Xxxxxx Indebtedness or the Peipert Indebtedness then outstanding, with accrued interest thereon and all other amounts owing under this Agreement, to be immediately due and payable; provided, however, that if Xxxxx or Pledgor is in default with respect to the default complained of, is of such a nature that Xxxxxx Indebtedness and the same cannot be rectified or cured within such thirty (30 day periodPeipert Indebtedness, then such default Pledgee shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall not be entitled to pursue any make such declaration unless and all remedies available to Sublessee at law until the other Pledgee has declared the Xxxxxx Indebtedness or in equitythe Peipert Indebtedness, including, without limitation, as the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligationcase may be, to cure such default itself, be due and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullpayable.
Appears in 2 contracts
Samples: Merger Agreement (Elligent Consulting Group Inc), Merger Agreement (Elligent Consulting Group Inc)
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee Lessee (a) shall fail to cure pay the said default within seven rent or any part thereof promptly when due, whether or not notice or demand has been given or made by Lessor, or (7b) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as pay any other sum due Lessor under the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination terms of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default lease within ten (10) days after delivery notice by Lessor, or (c) shall fail to faithfully observe or perform any of the other covenants or agreements herein contained and on the part of Lessee to be observed and performed within thirty (30) days after notice of breach thereof or such longer period of time as is reasonably necessary if Lessee commences such cure within said thirty (30) days and thereafter diligently prosecutes the same, or (d) shall become bankrupt, go into receivership, or make an assignment for the benefit of creditors, or take or have taken against Lessee any proceedings of any kind under any provisions of the Federal Bankruptcy Act, or (e) shall abandon the premises, or (f) if this lease or any estate of Lessee hereunder shall be sold under any attachment or execution, then and in any such event Lessor may at once reenter the premises by means of a pass key or otherwise, with or without process of law, with or without notice to Lessee and with or without terminating this lease and may upon such entry remove from said premises all persons and property and use all necessary force therefor, and in all respects take the actual, full and exclusive possession of said premises and every part thereof without incurring any liability to Lessor or to any persons occupying or using said premises for any damage sustained by reason of such noticeentry upon said premises or such removal of persons or property therefrom; and Lessee shall indemnify and save harmless Lessor from all cost, Sublessee loss or damage whatsoever arising or occasioned thereby. Upon or without such entry, Lessor may, in the event of any such default, at its option terminate this lease and/or bring suit for summary possession against Lessee without prejudice to any other remedy or right of action for arrears of rent or for any preceding or other default. Should Lessor elect to reenter, as herein provided, or should they take possession pursuant to legal proceedings or pursuant to any notice provided by law, they may either terminate this lease or they may from time to time, without terminating this lease, relet the premises or any part thereof for a term or terms (which need not be the same as the remaining portion of the term of this lease) and at such rental or rentals and upon such other terms and conditions as Lessor in its reasonable discretion may deem advisable, with the right to make such alterations and repairs to the premises as may be reasonably necessary to relet. Upon each such reletting (a) Lessee shall have be immediately liable to pay to Lessor, in addition to any indebtedness other than rent due hereunder, the rightcost and expense of such reletting and of such alterations and repairs, but not the obligation, to cure such default itselfincurred by Lessor, and the costs incurred amount, if any, by Sublessee which the rent reserved in curing this lease for the period of such default reletting (up to but not beyond the term of this lease) exceeds the amount agreed to be paid as rent for the premises for such period on such reletting; or (b) at the option of Lessor rents received from such reletting shall be offset against applied: first, to the Base Rent payment of any indebtedness other than rent due hereunder from Lessee to Lessor; second, to the payment of attorneys’ fees and real estate commissions paid and all other costs and expenses of such reletting and of such alterations and repairs; third, to the payment of rent due and unpaid hereunder and the residue, if any, shall be held by Lessor and applied in payment of future rent as the same may become due and payable hereunder, otherwise such residue shall be the sole property of Lessor. If Lessee has been credited with any rent to be received by such reletting under option (a), and such rent shall not be promptly paid to Lessor by the new tenant, or if such rentals received from such reletting under option (b) during any month be less than that to be paid during that month by Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Such deficiency shall be calculated and paid monthly. No reentry or taking possession of the premises by Lessor shall be construed as an election on their part to terminate this lease unless a written notice of such intention be given to Lessee or unless the termination hereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this lease for such previous default. Should Lessor at any time terminate this lease for any default, they may recover from Lessee all damages they may incur by reason of such default, including the cost of recovering the premises, reasonable attorneys’ fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the premises for the remainder of the stated term, all of which amounts shall be immediately due and payable from Lessee to Lessor. In determining the rental which would be payable by Lessee hereunder, subsequent to default, the rental for the unexpired term shall be computed pro rata upon the basis of the average aggregate rentals paid for the expired portions of the term of this lease, or the thirty-six (36) months next coming preceding such default, whichever period is the shorter. The foregoing remedies of Lessor shall not be exclusive but shall be cumulative and in addition to all other remedies now or hereafter allowed by law or elsewhere provided for. Nothing herein contained shall limit or prejudice Lessor’s right to prove and obtain as damages arising out of any default or termination of this lease the maximum allowed by law. Lessee hereby irrevocably appoints Lessor as agents and attorneys-in-fact of Lessee to enter upon the premises in the event of any default by Lessee and to remove any personal property situated upon the premises and to place such property in storage for the account of, and at the expense of Lessee. In the event that Lessee shall not pay the cost of storing any such property after the property has been stored for a period of thirty (30) days or more, Lessor may sell any or all of such property at public or private sale in such manner and at such times and places as Lessor in its sole discretion may deem proper, without notice to Lessee or any demand upon Lessee for the payment of any part of such charges or the removal of any of such property, and shall apply the proceeds of such sale first to the cost and expenses of such sale, including attorneys’ fees actually incurred; second, to the payment of the costs of or charges for storing any such property; third, to the payment of any other sums of money which may then or thereafter be due until satisfied Lessor from Lessee under any of the terms thereof; and, fourth, the balance, if any, to Lessee. Lessee hereby waives all claims for damages that may be caused by Lessor’s removing and storing furniture and property, as herein provided, and will save Lessor harmless from loss, costs or damages occasioned Lessor thereby. Any other provision in fullthis Lease to the contrary notwithstanding, in the event of termination or reentry due to Lessee’s default hereunder, Lessor shall be obligated to use reasonable efforts to relet the premises and to mitigate damages.
Appears in 2 contracts
Samples: Building Lease (Virtual Radiologic CORP), Building Lease (Virtual Radiologic CORP)
Default. 18.1. If Sublessee shall default in the payment Company does not have a sufficient number of rent or other payments required shares of Sublessee, and if Sublessee shall fail Common Stock available to cure said default within seven (7) business days after satisfy the Company's obligations to a Holder of Debentures upon receipt of written notice a Conversion Notice or is otherwise unable to issue such shares of said default from Sublessor; or if Sublessee Common Stock in accordance with the terms of this Agreement and such condition shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged remain unremedied for a period of 60 days, or if thirty (30) days after the Company's receipt of a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyConversion Notice (a "CONVERSION DEFAULT"), then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, from and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on after the fifth (5th) day next following a Conversion Default (which for all purposes shall be deemed to have occurred upon the expiration of the applicable cure period following the date Company's receipt of the sending applicable Conversion Notice), each Holder of the noticeDebentures shall have the right to demand from the Company immediate redemption of the Debentures in cash at a redemption price per Debenture equal to 120% of the then Outstanding Principal Amount of the Debenture (including Debentures for which a Conversion Notice has not yet been sent), plus accrued but unpaid interest on the term Debenture. Within three days of this Sublease the occurrence of a Conversion Default, the Company shall terminatenotify each Holder in writing of such occurrence. Sublessee hereby expressly waives any and all rights No notice of redemption granted may be delivered by a Holder subsequent to receipt by such Holder of notice from the Company (sent by overnight or under any present or future laws in 2-day courier with a copy sent by facsimile) of availability of sufficient shares of Common Stock to perfect conversion (a "POST-DEFAULT CONVERSION") of all the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee Debentures; PROVIDED FURTHER that such right to demand redemption shall be liable for a 5% late charge reinstated if the Company shall thereafter fail to perfect such Post-Default Conversion by delivery of Common Stock certificates in accordance with the applicable to any amounts due under this Sublease, which are not paid provisions of Paragraph 6(b) hereof and payment of all accrued and unpaid interest in cash with respect thereto within seven (7) five business days from the date of delivery of the notice of default.
18.2Post-Default Conversion. In addition to the case foregoing, upon a Conversion Default, the rate of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against interest on all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation Debentures (including Debentures for which a Conversion Notice has not yet been sent), shall, to relet the premises for such term as maximum extent allowed by applicable law, be permanently increased by two percent (2%) per annum (i.e., from 6% to 8%) commencing on the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession first day of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying day period (or part thereof) following a Conversion Default; an additional two percent (2%) per annum commencing on the particulars first day of such default or breach each of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within second and third such thirty (30) day period, periods (or part thereof); and an additional one percent (1%) per annum on the first day of each consecutive thirty (30) day period (or part thereof) thereafter until such securities have been duly converted or redeemed as herein provided; provided that in no event shall have commenced such cure and shall continue thereafter with due diligence to cause such cure the rate of interest exceed the lower of 20% or the highest rate permitted by applicable law to be completedcharged on commercial loans. Upon any default of this Sublease Any such interest which is not paid when due shall, to the maximum extent permitted by Sublessorlaw, Sublessee shall be entitled accrue interest until paid at the rate from time to pursue any and all remedies available time applicable to Sublessee at law or in equity, including, without limitation, interest on the right of self- helpDebentures as to which the Conversion Default has occurred. In the event Sublessor fails to cure the default within ten (10) days after delivery Company pays any interest on the Debentures and it is determined that such interest was paid at a rate in excess of such noticethe legal maximum rate, Sublessee shall have then that portion of the right, but not interest payment representing an amount in excess of the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default legal maximum rate shall be offset deemed a payment of principal and shall be applied against the Base Rent next coming due until satisfied in fullprincipal of the Debenture.
Appears in 2 contracts
Samples: Convertible Subordinated Debenture (Ross Systems Inc/Ca), Convertible Subordinated Debenture (Ross Systems Inc/Ca)
Default. 18.1. If Sublessee Tenant further agrees that any one (1) or more of the following events shall be considered events of default as said term is used herein, that is to say, if
(a) Tenant shall default in the any payments of Rent or in any other payment of rent or other payments required of Sublessee, to be made by Tenant hereunder when due as herein provided and if Sublessee such default shall fail to cure said default within seven continue for ten (710) business days after receipt of written notice of said default from Sublessorthereof in writing to Tenant; or if Sublessee or
(b) Tenant shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as other covenants and agreements herein contained to expenses or rentbe kept, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt observed and full performance of any other of its promisesperformed by Tenant, covenants, or agreements contained in this Sublease and such default in performance continues shall continue for more than thirty (30) days after written notice thereof from Sublessee in writing to Sublessor specifying the particulars of such default or breach of performance Tenant, provided, however, that if such default is susceptible to cure but cannot, by the default complained ofuse of reasonable efforts, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then 30) days. Landlord shall not exercise any of its remedies hereunder if and so long as (i) Tenant shall commence to cure such default shall be deemed to be rectified or cured if Sublessor, within such said thirty (30) day period, shall have commenced such cure and shall continue (ii) thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, Tenant is proceeding to cure such default itselfcontinuously and diligently and in a manner reasonably satisfactory to Landlord; or
(c) Tenant shall abandon the Premises during the Term; or
(d) If any time during the Term there shall be filed by or against Tenant, or against any successor to Tenant then in possession, in any court pursuant to any petition in bankruptcy, alleging an insolvency, for reorganization, for the appointment of a receiver, or for an arrangement under the Bankruptcy Code, or if a similar type of proceeding shall be filed, and such proceeding is not dismissed within sixty (60) days; or
(e) Tenant shall file or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension, and such proceeding is not dismissed within sixty (60) days; or
(f) Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant. Upon the occurrence of any one (1) or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. Upon termination of this Lease or of Tenants right to possession, Landlord may re-enter the Premises (with process of law) using such force as may be necessary, and remove all persons, fixtures, and chattels therefrom and Landlord shall not be liable for any damages resulting therefrom. Upon termination of the Lease, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and hereby grants to Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for), to enter into and upon the Premises in such event (with process of law) and to repossess the Premises as Landlord’s former estate and to expel or remove Tenant and, except as provided in Section 10.1, any others who may be occupying or within the Premises without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer without incurring any liability for any damage resulting therefrom and without relinquishing Landlord’s right to rent or any other right given to Landlord hereunder or by operation of law. Notwithstanding anything contained herein to the contrary, Landlord shall use reasonable efforts to mitigate its damages in the event of Tenant’s default hereunder. Upon termination of the Lease, Landlord shall, subject to Landlord’s duty to mitigate such damages, be entitled to recover as damages, all Rent and other sums due and payable by Tenant on the date of termination, plus (i) an amount equal to the present value of the Rent and other sums provided herein to be paid by Tenant for the residue of the Term, less the present value of the fair rental value of the Premises for the residue of the Term (such present values to be computed on a per annum discount rate equal to the then current Prime Rate published in the Money Rates Section of The Wall Street Journal), and (ii) the cost of performing any other covenants to be performed by Tenant. If Landlord elects to terminate Tenant’s right to possession only, without terminating the Lease, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligations to pay the Rent hereunder for the full Term or from any of its other obligations under this Lease. Subject to Landlord’s duty to mitigate its damages as aforesaid, Landlord shall relet all or any part of the Premises for such rent and upon terms as shall be satisfactory to Landlord (including the right to relet the Premises for a term greater or lesser than that remaining under the Term, and the costs incurred right to relet the Premises as a part of a larger area, and the right to change the character or use made of the Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alteration or additions in or to the Premises that may be necessary or convenient. If Landlord does not relet the Premises, Tenant shall continue to pay to Landlord when due the amount of the Rent, and other sums provided herein to be paid by Sublessee in curing Tenant for the remainder of the Term. If the Premises are relet and a sufficient sum shall not be realized from such default reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the Rent accruing therefrom (including, but not by way of limitation, attorneys’ fees and brokers’ commissions), to satisfy the Rent herein provided to be paid for the remainder of the Term, Tenant shall be offset against pay to Landlord on demand the Base Rent next coming present value (as computed above) of any deficiency and Tenant agrees that Landlord may file suit to recover any sums failing due until satisfied in fullunder the terms of this Section 17.1 from time to time.
Appears in 2 contracts
Samples: Ground Lease Agreement, Ground Lease Agreement (CNL Healthcare Properties, Inc.)
Default. 18.1. If Sublessee If: (i) there shall be a default in the payment of rent or other payments required of Sublessee, and if Sublessee any Rental which shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged continue for a period of 60 daysten (10) days following receipt by Tenant of notice thereof from Landlord; or (ii) there shall be a default in any other of Tenant's obligations hereunder or if the Premises be abandoned or vacated by Tenant; and if such default or condition shall continue for a period of thirty (30) days following receipt by Tenant of notice from Landlord to make good such default or correct such condition; or (iii) any proceedings under the present or any future Bankruptcy Act be instituted by or against Tenant, or any receiver or trustee be appointed for or ordered to dispose of Tenant's business or property, or if a receiverTenant makes any assignment or conveyance for benefit of creditors and if any such proceeding instituted against Tenant shall not be dismissed within 20 days following the date of such institution; then, trusteein such event Landlord shall have the right, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, immediately or at any time thereafter, and without further notice of demand, to enter into and upon the Subleased Premises, or any part hereof Premises in the name of the whole, whole and hold repossess the Subleased Premises same as if this Sublease had not been made, of its former estate and expel Sublessee Tenant and all those claiming by, through or under it, and remove its or their property goods and effects and store the same on behalf of Tenant without being taken or deemed to be guilty of any manner of trespass (and without prejudice to any remedies which might otherwise be used for arrears of rent or Sublessor may send written notice to Sublessee of the termination of this Sublease, other default hereunder and upon entry as aforesaid (or in this Lease Agreement shall be terminated. Landlord, at its election, may effect such termination by written notice to Tenant to that effect, which shall have the event that Sublessor shall sent to Sublessee notice of termination same force as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed an entry for any cause, or in the event Sublessor terminates this Sublease breach as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2Section. In the case of such termination, Sublessee will indemnify Landlord shall become entitled to receive from Tenant, and Tenant shall pay to Sublessor each monthLandlord on demand, or such as initial liquidated damages, a sum equal to the amount by which the sum of the rent and other period elected by payments called for hereunder for the Sublessor remainder of the term exceeds the fair rental value of the Premises for the remainder of the term. Further, Tenant shall, on demand of Landlord, from time to time indemnify Landlord against all loss of rent, other payments and all costsdamages, expenses of any kind incurred by Sublessor however caused, which it may incur by reason of such termination, between termination during the time of termination and the expiration remainder of the term term, first giving credit to any payments made by Tenant to Landlord on account of this Subleaseinitial liquidated damages as aforesaid. Sublessor shall reasonably perform its legal obligation to relet the premises for In computing such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee damages there shall be liable for any added such reasonable expenses incurred by Sublessor as Landlord may incur in connection with obtaining possession such termination and/or reletting, such as legal expenses, brokerage, expenses for keeping the Premises in good order and for preparing the same for reletting and expenses and/or decorations in the Premises as way be necessary for the purpose of reletting. Landlord shall also have the Subleased Premises, with removing from the Subleased Premises property of Sublessee right to pursue such other rights and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition remedies as may be allowed at the commencement of this Lease, reasonable wear and tear exceptedlaw or equity against Tenant, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessorparties who may be liable. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all All such items as a condition to the Sublessee's obligations to make payment. If Sublessor remedies shall be in default in the prompt and full performance of cumulative. Provided, however, if any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for be under clause (ii) above and it would take more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying cure the particulars same, Landlord shall not forfeit the lease created hereby, enter upon the Premises or exercise any of the other remedies herein provided for such default or breach of performance provided, however, that if Tenant begins the default complained of, is of such a nature that the same cannot be rectified or cured cure thereof within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure period and shall continue thereafter pursues same with reasonable due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullcompletion.
Appears in 2 contracts
Samples: Lease Agreement (Spire Corp), Lease Agreement (Spire Corp)
Default. 18.1. If The occurrence of any one or more of the following events shall constitute a default hereunder by Sublessee:
(a) The failure by Sublessee to make any payment of the rent or any part thereof or of other sums payable by Sublessee hereunder at the times and places herein fixed for the payment thereof and said default shall default in continue ten (10) days (whether or not the payment of said rent shall have been demanded);
(b) The vacation or abandonment of the Premises by Sublessee;
(c) The failure by Sublessee to observe or perform any other payments required of the covenants herein contained or contained in the Prime Lease to be observed and performed and said default shall continue for a period of fifteen (15) days after notice to Sublessee (provided, however, that if the nature of Sublessee’s default is such that more than fifteen (15) days are reasonably required for its cure, and then Sublessee shall not be deemed to be in default if Sublessee shall fail commence such cure within said fifteen (15)-day period and thereafter diligently prosecutes such cure to cure said default within seven completion, which completion shall occur not later than thirty (730) business days after receipt from the date of written such notice of said default from Sublessor); or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety or
(90d) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if If Sublessee shall make an assignment of its property for the benefit of creditors; , or if Sublessee shall file a voluntary bankruptcy; or if any petition in bankruptcy or insolvency proceedings insolvency, or shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysadjudged bankrupt, or if a receiver, trustee, or assignee permanent receiver of the property of Sublessee shall be appointed or Sublessee shall be declared bankrupt or insolvent according to law. In the event of any such default, notwithstanding any license or waiver of any former breach of covenant or consent in a former instance, in addition to all rights afforded the Prime Lessor under the Prime Lease, it shall be lawful for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, thereupon or at any time thereafter, while such default, assignment, insolvency, legal proceedings, desertion, vacancy or neglect shall continue to be in effect, to terminate this Sublease and all of Sublessee’s interest hereunder by (i) giving written notice to Sublessee of such termination and of the effective date thereof (and, such notice having been given, this Sublease shall cease and expire on the date named therein); if this Sublease is terminated pursuant to the provisions of this subparagraph (i), Sublessee will remain liable to Sublessor for damages in an amount equal to the rent and other sums which would have been owing by Sublessee under this Sublease for the balance of the Term, if this Sublease had not been terminated. Sublessor will be entitled to either (a) collect such damages from Sublessee monthly on the days on which the rent and other amounts would have been payable under this Sublease if this Sublease had not been terminated, and Sublessor will be entitled to receive such damages from Sublessee on each such day or (b) at Sublessor’s option, the rent due for the balance of the Term shall immediately become due and payable in full in its entirety and shall be discounted to present value based upon a six percent (6%) rate; and/or (ii) at Sublessor’s option, without further notice demand or notice, and with or without process of demand, law to enter upon and into and upon the Subleased Premises, Premises or any part hereof thereof in the name of the whole, and hold the Subleased Premises as if to declare this Sublease had not been made, at an end and in such case expel Sublessee and those claiming under it, and remove its or their property it without being taken or deemed to be guilty of any manner of trespass (trespass, without prejudice, however, to Sublessor’s claims for rent or Sublessor may send written notice other claims for breach of covenant hereunder, it being expressly understood and agreed that this Sublease shall not continue or inure to the benefit of any assignee, receiver or trustee in bankruptcy, excepting at the option of Sublessor. Sublessee covenants that in the case of the termination of this Sublease, and upon entry as aforesaid (or Sublease in any manner specified in the event that Sublessor shall sent to Sublessee notice of termination as above providedforegoing proviso, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the save harmless Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor rent or other payments which it may suffer by reason of such termination, between the time of . This Section 16 shall survive termination and the expiration of the term of this Sublease. Additionally, all sums due to Sublessor from Sublessee which are not paid when due (due date shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall not be liable for extended by any expenses incurred by Sublessor in connection with obtaining possession periods of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming grace granted under it (including warehouse chargesthis Sublease), with putting the Subleased Premises into whether or not a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses default has occurred or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease been declared by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee bear interest at law or in equity, including, without limitation, the right rate of self- help. In the event Sublessor fails to cure the default within ten fifteen percent (1015%) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due per annum until satisfied paid in full, payable to Sublessor.
Appears in 2 contracts
Samples: Sublease (Harvard Apparatus Regenerative Technology, Inc.), Sublease (Harvard Apparatus Regenerative Technology, Inc.)
Default. 18.1. If Sublessee In the event that: (a) LESSEE shall default in the payment of rent the security deposit or other payments required any installment of SublesseeAnnual Base Rent of any Additional Rent, and if Sublessee such default shall fail to cure said default within seven continue for five (75) business days after receipt of written notice of said default from Sublessorthereof; or if Sublessee (b) LESSEE shall default in the performance observance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, LESSEE’s covenants, agreements, or agreements contained in this Sublease obligations hereunder and such default in performance continues for more than shall not be corrected within thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall longer time as may be deemed reasonably necessary provided LESSEE commences to be rectified or cured if Sublessor, cure within such thirty (30) -day period, shall have commenced such cure period and shall continue thereafter with due diligence to cause diligently pursues such cure to completion; (c) LESSEE shall be completeddeclared bankrupt or insolvent according to law, or if any voluntary or involuntary petition for bankruptcy is filed against LESSEE and not discharged within sixty (60) days from filing; or if any assignment shall be made of LESSEE’s property for the benefit of creditors; then, while such default continues, and without demand or further notice, LESSOR shall have the right to re-enter and take complete possession of the Leased Premises, to declare the term of this Lease ended, and to remove LESSEE’s effects, without being guilty of any manner of trespass and without prejudice to any remedies which might be otherwise used for arrears of rent and other default of breach of covenant. LESSEE shall indemnify LESSOR against all loss of Rent and other payments which LESSOR may incur by reason of such termination during the remainder of the term, it being expressly understood that LESSOR shall use reasonable efforts to relet the Leased Premises and collect all rents from such reletting. If LESSEE shall default, after reasonable notice thereof, in the observance or performance of any conditions or covenants on LESSEE’s part to be observed or performed under or by virtue of any one of the provisions in any section of this Lease, LESSOR, without being under any obligation to do so and without thereby waiving such default, may after the expiration of any applicable cure period, remedy same for the account and at the expense of LESSEE, (including but not limited to application of any or all of the Security Deposit held by LESSOR). If LESSOR pays or incurs any obligations for the payment of money in connection therewith, including but not limited to reasonable attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the rate of eighteen (18%) percent per annum and costs, shall be paid to LESSOR by LESSEE as additional rent. Upon any default of this Sublease Lease by SublessorLESSEE, Sublessee and because the payment of Rent in monthly installments is for the sole convenience of the LESSEE, the entire balance of the Rent which would accrue hereunder shall at the option of the LESSOR become immediately due and payable. The foregoing shall be entitled subject to pursue any and all remedies available LESSOR’s agreement to Sublessee at law or take reasonable steps to mitigate its damages (in equity, including, without limitation, which case the right of self- help. In LESSOR shall repay to LESSEE the event Sublessor fails to cure mitigated amount against the default within ten (10) days after delivery of such notice, Sublessee shall have the rightaccelerated Rent paid by LESSEE), but such mitigation shall not be construed to require LESSOR to lease to any substitute tenant: (a) at any Rent that is less than the obligationlower of: (i) the Rent that is set forth in this Lease, or (ii) the Rent for comparable space in the Building being marketed by LESSOR as of the date of the default; (b) for a Term that is less than the remaining balance of the Term of the Lease; (c) on any terms or conditions that are materially less favorable to cure LESSOR than those set forth in the Lease; or (d) if such default itselfsubstitute tenant is reasonably objectionable to the LESSOR. Notwithstanding the foregoing, and the costs LESSEE agrees to pay reasonable attorney’s fees incurred by Sublessee LESSOR in curing such default shall be offset against the Base Rent next coming due until satisfied in fullenforcing any or all obligations of LESSEE under this Lease at any time.
Appears in 2 contracts
Samples: Commercial Lease (Mersana Therapeutics, Inc.), Commercial Lease (Mersana Therapeutics, Inc.)
Default. 18.1. If Sublessee shall default in the payment of rent or other 20.1 With respect to all payments required of Sublesseeto be made by WORLDCOM hereunder, WORLDCOM shall be in default hereunder if such payment is not paid on the date due and payable hereunder, and if Sublessee from and after such date such unpaid amount shall fail bear interest until paid at a rate equal to cure said the rate set forth in Article XXVII. With respect to all non-payment obligations, WORLDCOM shall be in default within seven under this Agreement thirty (730) business days after receipt of QWEST shall have given WORLDCOM written notice of said such default from Sublessorunless WORLDCOM shall have cured such default or such default is otherwise waived within such thirty (30) days; or provided, however, that where such default cannot reasonably be cured within such thirty (30) day-period, if Sublessee WORLDCOM shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail proceed promptly to cure said the same and prosecute such curing with due diligence, the time for curing such default shall be extended for such period of time as may be necessary to complete such curing. Events of default also shall include, but not be limited to, the making by WORLDCOM of a general assignment for the benefit of its creditors, the filing of a voluntary petition in bankruptcy or the filing of a petition in bankruptcy or other insolvency protection against WORLDCOM which is not dismissed within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy uponthereafter, or take Sublessee's leasehold interest the filing by WORLDCOM of any petition or any part hereofanswer seeking, upon execution, attachmentconsenting to, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysacquiescing in reorganization, arrangement, adjustment composition, liquidation, dissolution, or if a receiver, trustee, or assignee shall similar relief. Any event of default by WORLDCOM may be appointed for waived under the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination terms of this Sublease, and upon entry as aforesaid (or in Agreement at QWEST's option. Upon the event that Sublessor shall sent failure by WORLDCOM to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives timely cure any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee QWEST, QWEST may (i) take such action as it determines, in its sole discretion, to Sublessor specifying be necessary to correct the particulars default, and (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such breach. Notwithstanding the above, if WORLDCOM certifies in good faith to QWEST in writing that a default or breach of performance providedhas been cured, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, unless QWEST otherwise notifies WORLDCOM in writing within such thirty fifteen (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (1015) days after delivery of receipt of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullnotice from WORLDCOM.
Appears in 2 contracts
Samples: Iru Agreement (Qwest Communications International Inc), Iru Agreement (Qwest Communications International Inc)
Default. 18.1. If Sublessee The occurrence of any one or more of the following shall constitute an “Event of Default” under this Sublease:
a. Subtenant shall fail to pay any rent or other sum due hereunder within five (5) business days after written notice by Sublandlord to Subtenant;
b. Subtenant shall create or suffer a default under the Prime Lease under any provision of the Prime Lease applicable to Subtenant or the Sublease Premises, except as expressly excluded herein, and Subtenant shall not cure such default within thirty (30) days after written notice from Sublandlord to Subtenant;
c. Subtenant shall default in the payment due keeping, observing or performance of rent any covenant, term, provision or other payments required condition of Sublesseethis Sublease not described above on the part of Subtenant to be kept, observed or performed, and if Sublessee such default shall fail to cure said default continue and shall not be remedied by Subtenant within seven thirty (730) business days after receipt of Sublandlord shall have given to Subtenant a written notice of said default from Sublessor; or if Sublessee specifying the same;
d. any event shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest occur or any part hereofcontingency shall arise whereby this Sublease or the estate hereby granted or the unexpired balance of the term hereof would, upon executionby operation of law or otherwise, attachmentdevolve or pass to any person, firm, association or their process of law; or if Sublessee corporation other than Subtenant except as expressly permitted hereunder;
e. Subtenant shall make an assignment of its property for the benefit of creditors; creditors or if Sublessee shall file a voluntary bankruptcy; or if petition under any bankruptcy or insolvency proceedings shall be commenced by Sublessee law, or an involuntary petition under any bankruptcy or insolvency law shall be filed against Subtenant and such involuntary petition is not dismissed within sixty (60) days after the Sublessee filing thereof;
f. a petition is filed by or against Subtenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, unless such petition under said reorganization provisions be one filed against Subtenant which remains undischarged for is dismissed within sixty (60) days after its filing;
g. Subtenant shall file a period petition under the arrangement provisions of 60 days, the United States Bankruptcy Code or if under the provisions of any law of like import; or
h. a permanent receiver, trustee, trustee or assignee liquidator shall be appointed for Subtenant or of or for the whole or any part property of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafterSubtenant, and without further notice of demandsuch receiver, enter into and upon the Subleased Premises, trustee or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had liquidator shall not have been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass discharged within sixty (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th60) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of his or her appointment. If an Event of Default occurs under this Sublease, Subtenant does hereby authorize and fully empower Sublandlord to use all lawful means available to cancel and annul this Sublease, and to re-enter and take possession of the notice Sublease Premises, and remove all persons and their property therefrom so as to recover at once full and exclusive possession of default.
18.2. In all the case Sublease Premises, whether in possession of such termination, Sublessee will indemnify and pay to Sublessor each monthSubtenant or of third persons, or vacant; or Sublandlord may at its option at any time after such other period elected by default or violation of condition or covenant, re-enter and take possession of the Sublessor against all loss Sublease Premises without such re-entering working a forfeiture of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination rents to be paid and the expiration of covenants to be kept by Subtenant for the full term of this Sublease. Sublessor The foregoing shall reasonably perform its legal obligation to relet in no way limit the premises for such term as remedies or rights of Sublandlord and the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession parties hereby agree that all of the Subleased Premises, with removing from rights and remedies in favor of Prime Landlord under the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting Prime Lease shall be applied first inure to the foregoing expenses and then to the payment benefit of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment Sublandlord if an Event of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in Default occurs under this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullSublease.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Tier Technologies Inc)
Default. 18.1SECTION 1. If Sublessee shall default The following occurrences are "events of default":
(a) The Lessee defaults in the due and punctual payment of rent or other payments required of Sublessee, Base Rent and if Sublessee shall fail to cure said Additional Rent and such default within seven continues for ten (710) business days after receipt of written notice from the Lessor; provided, however, that the Lessee will not be entitled to more than one (1) notice of said default from Sublessor; or if Sublessee shall default in the performance or observance payment of rent during any other agreement or condition on its part to be performed or observedtwelve month period, and if Sublessee if, within twelve (12) months after any such notice, any rent is not paid when due, the grace period shall fail be shortened to cure said default within ninety five (905) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice from Lessor.
(b) Lessee breaches any of said default from Sublessor; or if any person shall levy uponthe other agreements, terms, covenants, or take Sublessee's leasehold interest or any part hereofconditions which this Lease requires Lessee to perform, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged and such breach continues for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee by Lessor to Sublessor specifying the particulars of such default or breach of performance provided, however, Lessee provided that if the default complained of, is of such a nature that the same any breach cannot reasonably be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such said thirty (30) day perioddays, then no event of default shall have exist so long as Lessee has commenced to cure the failure within said thirty (30) days and diligently prosecutes the curing thereof.
SECTION 2. If an Event of Default shall occur, Lessor may, at its option, give to the Lessee a notice terminating this Lease upon a date specified in such cure notice which date shall be not less than three (3) business days after the date of receipt by the Lessee of such notice and upon the date specified in said notice, the term and estate hereby vested in the Lessee shall cease and any and all other right, title and interest of Lessee hereunder shall likewise cease without further notice or lapse of time as fully and with like effect as of the term of this Lease had elapsed, but Lessee shall continue thereafter with due diligence to cause such cure to be completedliable to Lessor as hereinafter provided.
SECTION 3. Upon any default termination of this Sublease Lease as the result of an Event of Default, the Lessee shall quit and peaceably surrender the Demised Premises to the Lessor and, at any time after such termination, the Lessor may, without further notice, enter the Demised Premises and repossess the same by Sublessorsummary proceedings or other lawful means and may dispossess the Lessee and remove it and all claiming under it from the Demised Premises and may have, Sublessee hold and enjoy the Demised Premises and the right to receive all rental income from the same.
SECTION 4. At any time or from time to time after any such termination, Lessor shall use reasonable efforts to relet the Demised Premises or any part thereof, in the name of Lessor or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Lease term) and on such conditions (which may include concessions or free rent) as the Lessor, in its reasonable discretion, may determine and may collect and receive the rents therefor. Lessor shall in no way be responsible or liable for any failure to relet the Demised Premises or any part thereof, or for any failure to collect any rent due upon any such reletting provided it has used its reasonable efforts as aforesaid. In the event of Lessee's default, Lessee shall be entitled liable to pursue any and Lessor for all remedies available to Sublessee at law or in equity, expenses associated with reletting including, without limitation, the right legal fees and real estate broker's commissions.
SECTION 5. No such termination of self- helpthis Lease shall relieve Lessee of its liability and obligations under this Lease and such liability and obligations shall survive any such termination as more particularly described below. In the event Sublessor fails of any such termination, the Lessee shall pay to cure the default within ten Lessor Base Rent and Additional Rent up to the date of termination. The Lessee shall also pay to the Lessor, on demand, at the Lessor's election, either
(10i) days after delivery the amount by which, at the time of the termination of this Lease (or at any time thereafter if the Lessor shall have initially elected damages under subparagraph (ii) of this Section 5) (a) the aggregate of the rent due hereunder projected over the period commencing with such time and ending on the termination date of this Lease exceeds (b) the aggregate fair market rental value of the Demised Premises for such period; or
(ii) amounts equal to the rent which would have been payable by Lessee had this Lease not been so terminated, payable upon the due dates therefor specified herein following such termination and until the then scheduled termination date, provided, however, if Lessor shall re-let the Demised Premises during such period, that Lessor shall credit Lessee with the net rents received by Lessor from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Lessor from such re-letting the expenses reasonably incurred or paid by Lessor in terminating this Lease, as well as the reasonable expenses of re-letting, including altering and preparing the Demised Premises for new tenants, brokers' commissions, and all other similar and dissimilar reasonable 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 or shorter or longer than the remaining term of this Lease; and provided, further, that (a) in no event shall Lessee be entitled to receive any excess of such noticenet rents over the sums payable by Lessee to Lessor hereunder and (b) in no event shall Lessee be entitled in any suit for the collection of damages pursuant to this Subparagraph (ii) to a credit in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Lessor prior to the commencement of such suit. If the Demised Premises or any part thereof should be re-let in combination with other space, Sublessee then proper apportionment on a square foot area basis shall have be made of the rightrent received from such re-letting and of the expenses of re-letting. Lessor shall use reasonable efforts to re-let the Demised Premises.
SECTION 6. A suit or suits for the recovery of such damages, but not the obligationor any installments thereof, may be brought by Lessor from time to cure such default itselftime at its election, and the costs incurred by Sublessee in curing such default nothing contained herein shall be offset deemed to require Lessor to postpone suit until the date when the term of this Lease would have expired if it had not been terminated hereunder. Nothing herein contained shall be construed as limiting or precluding the recovery by Lessor against Lessee of any sums or damages to which, in addition to the Base Rent next coming due until satisfied damages particularly provided above, Lessor may lawfully be entitled by reason of any default hereunder on the part of Lessee.
SECTION 7. The specified remedies to which Lessor may resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which Lessor may at any time be lawfully entitled, and Lessor may invoke any remedy (including without limitation the remedy of specific performance) allowed at law or in fullequity as if specific remedies were not herein provided for.
Appears in 2 contracts
Samples: Lease (Digitalnet Holdings Inc), Lease (Digitalnet Holdings Inc)
Default. 18.1. If Sublessee shall default Without in any way restricting any other rights and remedies which the Lessor may have in the payment case of rent the breach or other payments required non-observance or non-performance on the part of Sublesseethe Lessee of any covenant, proviso, condition, restriction or stipulation in this Lease contained, (the “Default”) the Lessor may give to the Lessee written notice requiring the Lessee to remedy such Default and if Sublessee shall fail the Lessee fails to cure said default remedy such Default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass thirty (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th30) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date receipt of the notice of default.
18.2. In such notice, or, in the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for Default which requires more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance providedremedy, however, that if the default complained of, is Lessee fails to commence to remedy such Default within a period of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day perioddays from the receipt of such notice and thereafter diligently continue in its best efforts until such Default has been completely remedied, this Lease shall thereupon terminate and it shall be lawful for the Lessor, to enter into and upon the Demised Estate (or any part thereof in the name of the whole), to re-enter and the same to have commenced such cure again, repossess and enjoy, anything in this Lease contained to the contrary notwithstanding, and, should the Lessor so elect by notice to the Lessee within thirty (30) days of exercising this right, any or all xxxxx which the Lessee may have drilled on the Said Lands, including all tools, machinery, buildings, erections, equipment and materials (the “Equipment”) which the Lessee may have placed on the Said Lands for the express purpose of producing Leased Substances shall continue thereafter with due diligence become the property of the Lessor free and clear of any claim or interest of the Lessee and the Lessee shall assign to cause such cure the Lessor, without consideration, the wellbore(s), the Equipment, the surface rights of the Said Lands and any regulatory permits or licences which the Lessor may request; provided that, nothing in this clause 18. contained shall relieve the Lessee from its obligations under clause 20. (Removal of the Lessee’s Equipment) unless and to be completedthe extent that the Lessor elects to take over the xxxxx and Equipment or any portion thereof. Upon any default Without derogating from the foregoing provisions of this Sublease by Sublessorclause 18, Sublessee shall be entitled if the Demised Estate or a part thereof is included in any plan of unitization to pursue any which the Lessor has consented and all remedies available a Default occurs which does not relate wholly or partly to Sublessee at law or the portion of the Said Lands included in equitythe plan of unitization, including, without limitation, then the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee Lessor shall have the right, but right to terminate this Lease in the manner provided in this clause for the portion of the Said Lands not included in the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullplan of unitization.
Appears in 2 contracts
Samples: Petroleum Lease, Natural Gas Lease
Default. 18.1. If Sublessee (a) Each of the following shall default in the payment constitute an Event of rent or other payments required of Sublessee, and Default hereunder:
(i) if Sublessee shall fail to cure said pay when due any Rent and Sublessee shall fail to remedy such default within seven five (75) business days after receipt of written notice of said default from Sublessor; thereof has been given to Sublessee by Sublessor or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said pay when due any other amount Sublessee may be required to pay hereunder and Sublessee shall fail to remedy such default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from has been given to Sublessee by Sublessor; or
(ii) if Sublessee shall default in the observance or performance of any term, covenant or condition of this Sublease on Sublessee's part to Sublessor specifying be observed, performed or complied with (other than the particulars payment of Rent and other amounts payable hereunder) and Sublessee shall fail to remedy such default or breach of performance providedwithin thirty (30) days after written notice to cure, howeveror, that if the such default complained of, is of such a nature that the same for reasons beyond Sublessee's control it cannot be rectified or cured completely remedied within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such said period of thirty (30) day perioddays, then if Sublessee (A) shall have commenced not promptly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same and (B) shall not remedy the same within a reasonable time after the date of default.
(b) Upon the occurrence of any such cure and shall continue thereafter with due diligence Event of Default, Sublessor may, in addition to cause such cure to be completed. Upon exercising any default of this Sublease by Sublessorother available rights or remedies, Sublessee shall be entitled to pursue any and all remedies available give to Sublessee notice of its intention to end the Term at law or in equity, including, without limitation, the right expiration of self- help. In the event Sublessor fails to cure the default within ten three (103) days after delivery from the date of the giving of such notice, and, in the event such notice is given, this Sublease and the Term and estate hereby granted shall terminate upon the expiration of said three (3) days with the same force and effect as if that day were the Expiration Date, provided, however, that Sublessor and Sublessee shall have remain liable for the right, but not performance of their respective obligations hereunder which survive the obligation, termination of this Sublease and for damages as provided in this Sublease.
10.2. In no event shall Sublessor or Sublessee be entitled to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullspecial or consequential damages with respect to any matter arising hereunder or relating hereto.
Appears in 2 contracts
Default. 18.1(a) Failure of Tenant to perform any of its obligations hereunder shall constitute an (“Event of Default”). Upon the occurrence of an Event of Default, Landlord shall:
(i) If Sublessee the Event of Default relates to any other obligation not deemed to be an emergency by Landlord, Landlord shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven give Tenant a thirty (730) business days after receipt of day written notice of said default from Sublessor; or if Sublessee shall default in default;
(ii) If the performance or observance Event of any other agreement or condition on its part Default is deemed by Landlord to be performed or observedan emergency requiring immediate attention, and if Sublessee Landlord shall fail to cure said give Tenant telephonic notice of default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of followed by written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part requiring immediate cure of the Sublessee's propertydefault.
(b) Upon expiration of the notice period provided above, then in if Tenant has not cured the Event of Default, Landlord may take any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premisesfollowing actions, or any part hereof other actions allowed in law or equity:
(i) Cure the name Event of Default at the wholeexpense of Xxxxxx, and hold in which case any costs incurred by Landlord in curing the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty Event of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee Default shall be liable for a 5% late charge applicable due and payable to any amounts due under this Sublease, which are not paid Landlord within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after receipt of an invoice therefore;
(ii) Terminate this Lease by written notice thereof from Sublessee of termination to Sublessor specifying the particulars Tenant. Absent such written notice of such default or breach of performance providedtermination, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default no action by Landlord shall be deemed to be rectified or cured if Sublessora termination of this Lease;
(iii) Proceed under the law of the State to re-enter and take possession of the leased premises, within such thirty (30) day periodexpelling Tenant therefrom and relet the leased premises without terminating the Lease, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure Tenant to be completed. Upon liable for costs and expenses of reletting as well as any default difference in rental through the remainder of this Sublease the term of the Lease;
(iv) Bring an action for collection of damages caused by Sublessor, Sublessee shall be entitled to pursue any Xxxxxx’s breach of the Lease; or
(v) Any combination of the foregoing remedies and all remedies available to Sublessee at those provided in law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 2 contracts
Samples: Agricultural Lease Agreement, Agricultural Lease Agreement
Default. 18.1. 25.1 If Sublessee during the Initial Term or any Extended Term of this Lease:
(a) without the written consent of the CITY the Leased Premises shall default in the payment become and remain vacant or not used for a period of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven thirty (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (9030) days while the same are suitable for use by the LESSEE; or
(b) in case the Initial Term or such longer period as any Extended Term hereby granted or any of the goods and chattels of the LESSEE shall be reasonably required so long as at any time seized; or
(c) an order or appointment is made for a receiver or a receiver and manager of the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; LESSEE’s assets or if any person shall levy upon, or take Sublessee's leasehold interest INDEMNIFIER’s assets or any part hereof, upon execution, attachment, of them; or
(d) the LESSEE or their process of law; or if Sublessee any INDEMNIFIER shall make an any assignment of its property for the benefit of creditors; creditors or if Sublessee shall file voluntary bankruptcy; give any bill of sale without complying with the Bulk Sales Act (Ontario), or if becomes bankrupt or insolvent, or takes the benefit of any bankruptcy act now or insolvency proceedings hereafter in force for bankrupt or insolvent debtors or any order shall be commenced by Sublessee made for the winding up or an involuntary bankruptcy shall be filed against liquidation of the Sublessee which remains undischarged for a period of 60 days, LESSEE or if a receiver, trustee, any INDEMNIFIER; or
(e) the LESSEE assigns this Lease or assignee shall be appointed for sublets the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect Leased Premises without the rights prior written consent of the Sublessor CITY, except for any permitted assignment or sublease pursuant to this agreement; or
(f) the LESSEE fails to obtain and deliver to the CITY an executed indemnity required pursuant to the provisions of Sections 26.5(c) within the time period therein prescribed; or
(g) the LESSEE fails to perform any one (1) or more of the Review Procedures (as such term is defined in any bankruptcy Section 26.5(b) herein) prior to an assignment of this Lease or receivershipsublet of the Leased Premises in accordance with Section 26.5(b) herein; or
(h) the LESSEE shall default in payment of base rent, then immediatelyPercentage Rent, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, additional rent or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed other amount required to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of LESSEE by any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement provision of this Lease, reasonable wear following ten (10) days written notice from LESSOR; or
(i) the LESSEE shall default in performing or observing any of its other covenants or obligations under this Lease and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting the CITY shall be applied first have given to the foregoing expenses and then to the payment LESSEE written notice of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than and, at the expiration of thirty (30) days after the giving of such written notice thereof from Sublessee notice, the default shall continue to Sublessor specifying exist (or in the particulars case of such default or breach which cannot, with due diligence, be cured within a period of performance providedthirty (30) days, howeverthe LESSEE fails to commence to cure such default within such period and thereafter to continue with due diligence to cure such default as determined by the CITY in its sole discretion), that then, if the default complained of, is any of such a nature that events occur, the same cannot be rectified or cured within such thirty (30 day period, then such default LESSEE shall be deemed to be rectified in default hereunder and the then current month's rent and the next ensuing three months' rent shall immediately become due and payable, and at the option of the CITY this Lease shall cease and determine and the Initial Term or cured any Extended Term hereby demised shall immediately become forfeited and void, in which event the CITY may re-enter and take possession of the Leased Premises as though the LESSEE or any occupant or occupants of the Leased Premises was or were holding over after the expiration of the Initial Term or any Extended Term hereby demised without any right whatsoever.
25.2 The CITY’s right of re-entry hereunder shall become exercisable immediately upon such default being made. Upon such re-entry by the CITY under the terms of this Article 25 or any other provisions of this Lease, the CITY may, in addition to any other remedies which the CITY may be entitled, at its option, at any time and from time to time relet the Leased Premises or any part or parts thereof for the account of the LESSEE or otherwise and receive and collect the rents therefrom, applying the same first to the payment of such expenses as the CITY may have incurred in recovering the possession of the Leased Premises, including legal expenses and solicitor's fees and for putting the same into good order or condition or preparing or altering the same for re-rental and all other reasonable expenses, commissions and charges paid, assumed or incurred by the CITY in or about re-letting the Leased Premises and then to the fulfilment of the covenants of the LESSEE hereunder. Any such re-letting herein provided for may be for the remainder of the Initial Term or any Extended Term as originally granted or for a longer or shorter period. In any such case and whether or not the Leased Premises or any part thereof are re-let, the LESSEE shall pay to the CITY the rent that would have been payable and all other sums required to be paid by the LESSEE up to the time of termination of this Lease or of recovery of possession of the Leased Premises by the CITY, as the case may be, and thereafter the LESSEE covenants and agrees, if Sublessorrequired by the CITY, within to pay to the CITY until the end of the Initial Term or any Extended Term of this Lease the equivalent of the amount of all of the rent hereby reserved and all other sums required to be paid by the LESSEE hereunder, less the net avails of re-letting, if any, and the same shall be due and payable by the LESSEE to the CITY on the days herein provided for rent, that is to say, upon each of the days herein provided for payment of rent, the LESSEE shall pay to the CITY the amount of the deficiency then existing.
25.3 In the case of the removal by the LESSEE of the goods and chattels of the LESSEE from the Leased Premises in breach of this Lease, the CITY may follow such thirty goods and chattels in the manner as is provided for in the Commercial Tenancies Act (30) day periodOntario).
25.4 Notwithstanding the benefit of any present or future statute taking away or limiting the CITY's right of distress, none of the goods and chattels of the LESSEE on the Leased Premises, at any time during the Initial Term or any Extended Term, shall have commenced such cure be exempt from levy by distress for rent in arrears.
25.5 The LESSEE will indemnify the CITY and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue save it harmless from and against any and all remedies available loss (including, loss of rent, payable by the LESSEE under this Lease) claims, actions, damages, liability and expenses in connection with a breach, violation or non-performance of any covenant to Sublessee be performed on the part of the LESSEE, the loss of life, personal injury, damage to property or any other loss or injury whatsoever arising from or out of this Lease, or any occurrence in, upon, or at law the Leased Premises, the Second Floor Premises, the Exterior Sales Area, the VHWC, or the occupancy or use by the LESSEE of the Leased Premises, the Second Floor Premises, the Exterior Sales Area, the VHWC or any part of them occasioned wholly or in equitypart by any act or omission of the LESSEE, including, without limitation, by anyone permitted to be on the right of self- helpLeased Premises by the LESSEE. If the CITY, without fault on its part, is made a party to any litigation commenced by or against the LESSEE, then the LESSEE will protect, indemnify and hold the CITY harmless and will pay all costs, expenses and legal fees (on a full indemnity basis) incurred or paid by the CITY in connection with that litigation. The LESSEE will also pay all costs, expenses and legal fees (on a full indemnity basis) that may be incurred or paid by the CITY in enforcing the terms, covenants and conditions in this Lease For good and valuable consideration, the CITY agrees to the following provision: In the event Sublessor fails of a default by the LESSEE, the CITY acknowledges an affirmative duty to cure mitigate damages and shall in no event accelerate rent due to the remainder of the term. Further, CITY and LESSEE agree that XXXXXX's liability upon default within ten shall not exceed the lesser of twelve (1012) days after delivery months’ rent or the sum of $20,000.00. Upon the termination of this Lease, whether in accordance with this section or otherwise, LESSEE shall be permitted access to the Leased Premises to remove any and all logo or trademark items, such notice, Sublessee items shall have the rightinclude, but shall not be limited to, signage and murals, provided the obligation, LESSEE repairs all damage occasioned by such removal to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against satisfaction of the Base Rent next coming due until satisfied in fullCITY.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Default. 18.1. (a) If Sublessee shall the Lessee shall, at any time, be in default in of the payment of either rent or other any payments required of SublesseeLessee hereunder or any part thereof, and if Sublessee Lessor shall fail to cure said default within seven (7) business days after receipt of provide written notice of such default and Lessee shall have three days subsequent to the issuance of said notice to cure the monetary default from Sublessor; or if Sublessee shall default in the performance or observance of before Lessor may invoke any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as remedies available under the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement terms of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting or if Lessee shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment in default of any of the above as other covenants and conditions of this Lease to expenses or rentbe kept, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt observed, and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues performed by Lessee for more than thirty (30) days after the giving of written notice thereof from Sublessee by the Lessor to Sublessor specifying the particulars Lessee of such default or breach of performance default, provided, however, that if the default complained of, nature of the specified obligation(s) is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such more than thirty (30) days are required for performance, then lessee shall not be in default if it commences performance within such 30 day periodperiod and thereafter diligently prosecutes the same to completion, or if Lessee shall have commenced such cure vacate or abandon the premises, or fail to take possession of the premises and actively operate its business therein, or if Lessee shall be adjudged a bankrupt, or if a receiver or trustee shall be appointed and shall continue thereafter with not be discharged within thirty (30) days from the date of such appointment, then and in any such events the Lessor may re-enter the leased premises by summary proceedings or otherwise, and thereupon may expel all persons and remove all property therefrom, without becoming liable to prosecution therefor, and may, among other remedies elect:
(i) to relet said premises as the agent of the Lessee, and reserve the rent therefrom, applying the same first to the payment of the reasonable expense of such reentry, and then to the payment of the rent accruing hereunder; but whether or not the leased premises are relet, the Lessee shall remain liable for the equivalent of all rent and other charges provided for under this Lease, plus the cost of reletting, if any, which said amount shall be due diligence and payable to cause such cure to be completed. Upon the Lessor as damages, or rent, as the case may be, on the successive monthly rent days hereinabove provided; or (ii) To terminate this Lease and immediately resume possession of the leased premises, wholly discharged from any default obligations under the term of this Sublease by SublessorLease, Sublessee shall be entitled to pursue and may re-enter and repossess said premises, free form any and all remedies available to Sublessee at law claims on the part of the Lessee. Termination of the Lease does not discharge or in equityany way affect Lessee's obligation to pay Lessor all the rents or other charges or payments accruing under the Lease up to the date of termination.
(b) Lessor shall not be in default unless it fails to perform the obligations required of Lessor by this Lease Agreement within thirty (30) days after written notice by Lessee to Lessor specifying which obligation(s) Lessor has failed to perform. Provided, includinghowever, without limitationthat if the nature of the specified obligation(s) is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if it commences performance within such 30-day period and thereafter diligently prosecutes the right of self- helpsame to completion. In the event Sublessor fails If Lessor has not cured or commenced to cure the default set forth in said notice within ten said 30-day period, Lessee may at his option either (10i) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itselfand deduct the reasonable costs and expenses incurred from the next and succeeding rent payment(s) or (ii) cancel this Lease and, in such event, this Lease shall thereupon cease, terminate, and come to an end with the costs incurred by Sublessee in curing such default shall be offset against same force and effect as though the Base Rent next coming due until satisfied in fulloriginal demised term had expired at that time.
Appears in 2 contracts
Samples: Lease Agreement (Express Scripts Inc), Lease Extension and Amendment Agreement (Express Scripts Inc)
Default. 18.1. If Sublessee A. All covenants and agreements herein made and obligations assumed are to be construed also as conditions and are upon the express condition that if Lessee shall fail to pay when due any one of the aforesaid installments of rent or any other monetary obligations hereunder, or if Lessee shall fail or refuse to perform or observe any of the covenants, agreements or obligations herein made or assigned by said Lessee, and if such default is continued for ten (10) days (in the payment case of rent or other payments required monetary obligations) or sixty (60) days (in the case of Sublesseeother covenants, and if Sublessee shall fail to cure said default within seven (7agreements or obligations herein made or assumed by Lessee) business days after Lessee’s receipt of written notice of said from Lessor specifying the respects in which Lessee is in default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observedhereof, then and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required thenceforth so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy uponis not cured, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said casesevents, Sublessor lawfully (i) this Lease Agreement may upon seven days notice or if such notice shall adversely affect be terminated at the rights option of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafterLessor, and without further notice of demand, said Lessor may immediately at or anytime thereafter,(ii) re-enter into and upon possession of the Subleased Premises, or any part hereof thereof in the name of the whole, with or without resort to legal process from any court, and hold (iii) to declare the Subleased Premises then remaining unpaid balance of the total rental due for the remainder of the term, as if the same were not so terminated, immediately due and payable.
B. If Lessee is dispossessed form the Premises and this Sublease had lease is terminated by Lessor under the provisions of paragraph A of this article 20, Lessor may, at its option, relet same for such period or period as Lessor deems advisable (whether for the entire residue of the term or for a shorter or longer period) and upon the best rent and terms that Lessor, by the exercise of reasonable diligence, is able to obtain. Whether or not been madethe Premises are relet, Lessee shall remain liable hereunder, until the time originally fixed for expiration of the term hereof, for the rent reserved hereunder less the net avails of any reletting, if any, after deducting therefrom all expenses incurred by Lessor of obtaining possession (including reasonable attorney’s fees), reletting, collection and necessary repairs and alterations; and the same shall be due and payable by Lessee on the first day of each month from and after the first day of each of said months from and after such date, Lessee will, upon receiving a statement of the net avails of releasing, if any, pay to the Lessor the amount of deficiency than existing. Notwithstanding the foregoing, Lessor agrees to use commercially reasonable efforts to relet the premises and mitigate its damages.
C. Any item, other than rent, which Lessee is obligated to pay Lessor hereunder, shall, at the option of Lessor, be treated as additional rent due hereunder, and expel Sublessee Lessor, in addition to any other rights or remedy Lessor may have shall have the same right and those claiming remedies for non-payment thereof as for non-payment of rent.
D. The specific remedies to which Lessor or Lessee may resort under it, the terms of this lease are cumulative and remove its or their property without being taken or deemed not intended to be guilty exclusive of any manner other remedies or means or redress to which Lessor may be lawfully entitled in case of trespass (any breach or Sublessor threatened breach by Lessee of any provision of this lease.
E. In addition to any and all other rights and remedies to which the parties may send written notice be entitled, the parties shall be entitled to Sublessee the restraint by injunction of any violation or attempted or threatened violation of any of the termination terms, covenants, conditions, provisions or agreements of this Sublease, and upon entry as aforesaid (lease.
F. In the event of any action at law or in the event that Sublessor shall sent equity between Lessor and Lessee to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date enforce any of the sending of the notice)provisions and/or rights hereunder, the term unsuccessful party of this Sublease litigation covenants and agrees to pay to the successful party all costs and expenses, including reasonable attorney’s fees incurred therein by such successful party, which shall terminatebe included in and as part of such judgment. Sublessee Should either Lessor or Lessee by reason of this lease and without fault on its part, be made a party to any litigation instituted by or against the other, then said party so named as a party to said litigation shall be entitled to receive from the other party all costs, expenses and reasonable attorney’s fees incurred in or. in connection with such litigation.
G. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee Lessee’s being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice Lessor’s obtaining possession of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor demised Premises by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred violation by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment Lessee of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt covenants and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default conditions of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law lease or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullotherwise.
Appears in 2 contracts
Samples: Lease Agreement (Glenrose Instruments Inc.), Lease Agreement (Glenrose Instruments Inc.)
Default. 18.1A. The occurrence of any one or more of the following events shall constitute a default hereunder by TENANT (an "Event of Default"):
1. If Sublessee Base Rent or Additional Rent is not paid within five (5) days after it is due and payable;
2. If TENANT shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail have failed to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall a default in the performance or observance of any of the other agreement terms, covenants or condition on its part to provisions of this Lease (except payment of rent) or any rule or regulation hereinafter set forth within fifteen (15) days after written notice thereof, or if such default is of a nature that it cannot be performed or observedcompletely remedied within said fifteen (15) day period, and if Sublessee TENANT shall fail to cure not commence within said default within ninety fifteen (9015) days or and shall not thereafter diligently procure to completion all steps necessary to remedy such longer period as default;
3. If a petition in bankruptcy shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; filed by or against TENANT or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee TENANT shall make an a general assignment of its property for the benefit of creditors; , or if Sublessee shall file voluntary bankruptcy; receive the benefit of any insolvency or if reorganization act;
4. If a receiver or trustee is appointed for any bankruptcy portion of TENANT's property and such appointment is not vacated within sixty (60) days;
5. If an execution or insolvency proceedings attachment shall be commenced by Sublessee or an involuntary bankruptcy issued under which the Demised Premises shall be filed against taken or occupied or attempted to be taken or occupied by anyone other than TENANT;
6. If the Sublessee which remains undischarged Demised Premises become and remain vacant, deserted or abandoned for a period of 60 thirty (30) consecutive days, or if a receiver, trustee, or assignee shall be appointed ;
7. If the Demised Premises are used for some purpose other than the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of defaultuse specifically authorized herein.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, B. If TENANT shall default in performing any covenant or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear exceptedLANDLORD may perform the same for the account of TENANT, and with TENANT shall reimburse LANDLORD for any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above expense incurred therefor as to expenses or additional rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 2 contracts
Samples: Lease Agreement (Intelligent Life Corp), Lease Agreement (Intelligent Life Corp)
Default. 18.1. (a) If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee Lessee shall fail to cure said default pay any rent, additional rent, or other monies due under this Lease within seven fifteen (715) business days after receipt the due date thereof; or shall fail to duly and timely perform any other term, covenant, condition or provision of written notice of said default from Sublessorthis Lease required to be performed; or if Sublessee Lessee shall default in the performance become bankrupt or observance of insolvent, or file any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upondebtor proceedings, or take Sublessee's leasehold interest or have taken against Lessee in any part hereof, upon execution, attachmentcourt pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency, or their process for reorganization, or for the appointment of lawa receiver or trustee of all or a portion of Lessee's property; or if Sublessee shall make an assignment of its property for the benefit of creditors, or petition for or enter into an arrangement, or suffer this Lease to be taken under any writ of execution or attachment; or if Sublessee this Lease shall file voluntary bankruptcy; pass to or if any bankruptcy devolve upon, by law or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged otherwise, one other than Lessee except as otherwise provided for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyin this Lease, then in any one or more of such events, upon Lessor serving a written five (5) day notice of default upon Lessee specifying the nature of said casesdefault and if, Sublessor lawfully at the expiration of said five (5) day period, Lessee shall have failed to cure the default then, Lessor may upon seven days give Lessee a three (3) day notice of cancellation of this Lease and at the expiration of such three (3) day period, this Lease and the term hereunder shall terminate and come to an end of the date specified in such notice of cancellation, and Lessee shall quit and surrender the demised premises to Lessor as if the term hereunder ended by expiration of the time fixed herein. In such event, however, Lessee shall remain liable to Lessor for all monies as hereinafter provided.
(b) If the notices provided shall have been given and the term shall expire as aforesaid; or should Lessor elect to terminate this Lease, Lessor shall have the immediate right of reentry and may remove all persons and property from the demised premises; and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Lessee, all without service of notice or if such resorting to legal process (which notice shall adversely affect the rights Lessee hereby expressly waives) and without being deemed guilty of the Sublessor in any bankruptcy or receivership, then immediatelytrespass, or at becoming liable for any time thereafterloss or damage which may be occasioned thereby. Lessor shall have a lien for the payment of all sums agreed to be paid by Lessee herein upon all Lessee's property, which is to be in addition to any lien in Lessor's favor now or hereafter provided for by law.
(c) Should Lessor elect to re-enter the demised premises or take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Lessor may make such alterations and without further notice of demand, enter into repairs as Lessor may in Lessor's sole discretion deem necessary in order to relet the premises; and upon the Subleased Premises, Lessor may relet said premises or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its thereof for such term or their property without being taken or deemed to terms (which may be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), for a term extending beyond the term of this Sublease lease) and at such commercially reasonable rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable. Upon each such reletting, all rentals received by Lessor from such reletting shall terminatebe applied first to the payment of any indebtedness other than rent due hereunder from Lessee to Lessor; second, to the payment of any reasonable costs and expenses of such reletting, including brokerage fees and attorney's fees and the cost of alterations and repairs; third, to the payment of rent and additional rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied in payment of future rent as the same may become due and payable hereunder. Sublessee If such rentals received from such reletting during any month be less than that to be paid during that month by Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Such deficiency shall be paid on demand.
(d) In the event of any default on the part of Lessee which shall result in the bringing of any action or proceeding by Lessor, whether to recover possession of the premises or otherwise, all sums due and owing to Lessor on account of rent, additional rent, accelerate rent, minimum rent, or otherwise under this Lease, together with all costs, disbursements, expenses and reasonable attorney's fees incurred by Lessor, shall be recoverable by Lessor in such action or proceeding or in any other action or proceeding brought by Lessor, in Lessor's sole discretion. In addition, all costs, disbursements, expenses and reasonable attorney's fees incurred by Lessor in successfully defending any action or proceeding brought by Lessee or by any third party as a result of any act of Lessee, shall likewise be recoverable by Lessor.
(e) The parties waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Lessor and Lessee, and Lessee's use of occupancy of the demised premises except in claims for personal injury or property damage.
(f) Lessee hereby expressly waives any and all rights of to redemption granted by or under any present or future laws in the event of Sublessee Lessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with Lessor obtaining possession of the Subleased Premisesdemised premises, with removing from by reason of the Subleased Premises property violation by Lessee of Sublessee and persons claiming under it any of the provisions of this Lease.
(including warehouse charges), with putting g) In the Subleased Premises into event of a condition reletting similar to its condition at the commencement breach or threatened breach by Lessee of any provision of this Lease, reasonable wear Lessor shall have the right of injunction separate and tear exceptedapart from all other rights and remedies provided for in this Lease and/or under the law.
(h) The rights and remedies given to Lessor in this Lease are distinct, separate and cumulative remedies, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment exercise of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor them shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified exclude Lessor's right to exercise any or cured if Sublessor, within such thirty all of the others.
(30i) day period, This paragraph shall have commenced such cure and shall continue thereafter with due diligence apply to cause such cure to be completed. Upon any default renewal or extension of this Sublease by Sublessor, Sublessee Lease; and if Lessee shall be entitled default hereunder prior to pursue the date fixed as the commencement of any and all remedies available to Sublessee at law renewal or in equity, including, without limitation, the right extension of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligationthis Lease, to cure which the parties may hereafter agree, Lessor may cancel such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullrenewal or extension agreement on two (2) days' written notice to Lessee.
Appears in 2 contracts
Samples: Office Lease (American Portfolios Holdings Inc), Office Lease (American Portfolios Holdings Inc)
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee any party hereunder shall fail to cure said default within seven (7) business days after receipt perform any of written notice of said default from Sublessor; the material covenants and agreements contained herein and such condition or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged failure continues for a period of 60 days, ten (10) days (or if such additional period as may be reasonably required to effectuate a receiver, trustee, or assignee shall be appointed for the whole or any part cure of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5thsame) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee the other party hereto, the non-defaulting party may terminate this Agreement, in which event the prorated amount of the developer fees earned to Sublessor specifying date pursuant to Section 6 above by Harbor, if Harbor is the particulars of such default or breach of performance providednon-defaulting party, howevershall become immediately due and payable to Harbor, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default and shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default paid within ten (10) days after delivery of the defaulting party’s receipt of written notice of such noticetermination. If Owner is the non-defaulting party and elects to terminate this Agreement as set forth above, Sublessee as an additional remedy, Owner shall have the rightright to terminate the Management Agreement without payment of any termination fee or other fees that accrue after the date of termination. If Harbor is the non-defaulting party and elects to terminate this Agreement as set forth above, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default then Harbor shall be offset entitled to:
(a) Immediate release from any construction-related guaranty and indemnification by Owner from and against any and all claims thereunder arising from and after the Base Rent next coming due until satisfied date of termination;
(b) Payment of all monies held in fullthe Developer Holdback Account;
(c) Payment of the balance of the portion of its Development Fee owed for work performed through termination;
(d) To terminate the Management Agreement; and
(e) To exercise any and all of its rights at law or in equity to recover additional damages against Owner. Upon termination of this Agreement pursuant to this Section 10, except as set forth in the preceding paragraphs, neither party shall have any further liability or obligation to the other pursuant to this Agreement, except for provisions (if any) that survive termination. If any lawsuit or other legal proceeding arises in connection with the enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the non-prevailing party the prevailing party’s costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith, in preparation therefore and on appeal therefrom, which amounts shall be included in any judgment therein.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement (CNL Healthcare Trust, Inc.)
Default. 18.1If BUYER is in material default hereunder, or, on or before the date of closing as set forth herein, indicates that BUYER is unable or unwilling to perform and SELLER stands ready to perform SELLER's obligations, SELLER's sole and exclusive remedy shall be the right to terminate this Agreement by written notice to BUYER or BUYER's attorney and retain the down payment as reasonable liquidated damages for BUYER's inability or unwillingness to perform. If Sublessee shall default It is the intention of the parties hereto freely to make advance provision on the date of this Agreement for such event in order
(a) to avoid controversy, delay and expense, and (b) to specify now a reasonable amount agreeable to both for compensation to the SELLER for losses which may not be readily ascertainable or quantifiable, such as any of the following which might be necessary to place SELLER in the payment position SELLER would have been in had BUYER made timely performance: costs of rent or other payments required carrying, maintaining, insuring and protecting the property; loss of Sublesseeinterest income on the proceeds; loss of optimum market time, value and if Sublessee shall fail conditions; the uncertainty, delay, expense and inconvenience of finding a substitute buyer; additional commissions, fees, taxes and borrowing expenses to cure said default within seven (7) business days after receipt meet obligations entered into in anticipation of performance. In such event and upon SELLER's written notice of said default from Sublessor; or if Sublessee termination, the Premises shall default in the performance or observance be free of any other agreement claims or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any BUYER therein by virtue of said cases, Sublessor lawfully may upon seven days notice or if such notice this Agreement. In no event shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premisesclosing, or any part hereof in the name of the wholeextension thereof, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass take place later than twenty-one (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th21) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business calendar days from the date of closing set forth in Paragraph 4 hereof, subject to the notice provisions of default.
18.2Paragraphs 6 and 11. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected event closing has not taken place by the Sublessor against all loss end of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it said twenty-one (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (3021) day period, through no fault of the non- delaying party, the delaying party shall be deemed in default. If SELLER defaults hereunder, BUYER shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee remedies as BUYER shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitationbut not limited to, specific performance. The foregoing notwithstanding, a delay in the right closing through no fault of self- help. In the event Sublessor fails to cure BUYER which results in either the default within ten (10) days after delivery loss of the BUYER’S mortgage commitment or an adverse change in the terms of such notice, Sublessee commitment shall have the right, but not the obligation, entitle BUYER to cure such default itself, rescind this Agreement and the costs incurred SELLER shall forthwith refund all sums heretofore paid by Sublessee in curing such default the BUYER on account of the purchase price, whereupon all rights and liabilities of the parties hereto by reason of this Agreement shall be offset against the Base Rent next coming due until satisfied in fullterminate.
Appears in 2 contracts
Samples: Residential Real Estate Sales Agreement, Residential Real Estate Sales Agreement
Default. 18.1. If Sublessee this lease is terminated in accordance with any of ------- the terms herein (with the exception of Paragraph 27), or if Lessee vacates or abandons the Premises or if Lessee shall default in fail at any time to keep or perform any of its covenants or conditions of this lease, i.e. specifically the covenant for the payment of monthly rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty failure is not cured within ten (3010) days after written notice thereof from Sublessee by Lessor to Sublessor specifying Lessee in the particulars case of monetary default and thirty (30) days for all other defaults under the lease), then, and in any of such default events, Lessor may with or without notice or demand, at Lessor's option, and without being deemed guilty of trespass and/or without prejudicing any remedy or remedies which might otherwise be used by Lessor for arrearages or preceding breach of performance providedcovenant or condition of this lease, enter into and repossess said Premises and expel the Lessee and all those claiming under Lessee. In such event Lessor may eject and remove from said Premises all goods and effects (forcibly if necessary). This lease if not otherwise terminated may immediately be declared by Lessor as terminated, provided however, that in the case of non-monetary defaults, if the default complained of, failure is of such a nature that the same it cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, completely remedied within such thirty (30) day period, the failure shall have commenced such cure not be a default if Lessee begins correction of the failure within the thirty (30) day period and shall continue thereafter proceeds with due reasonable diligence to cause such cure to be completedcorrect the failure as soon as practicable. Upon any default The termination of this Sublease by Sublessor, Sublessee lease pursuant to this Article shall be entitled not relieve Lessee of its obligations to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, make the right of self- helppayments required herein. In the event Sublessor fails this lease is terminated pursuant to cure this Article, or if Lessor enters the default within ten (10) days after delivery Premises without terminating this lease and Lessor relets all or a portion of such noticethe Premises, Sublessee Lessee shall have be liable to Lessor for all the rightreasonable costs of reletting, but not including necessary renovation and alteration of the obligation, leased Premises. Lessee shall remain liable for all unpaid rental which has been earned plus late payment charges pursuant to cure such default itself, Paragraph 21 and for the remainder of the term of this lease for any deficiency between the net amounts received following reletting and the costs incurred by Sublessee in curing such default gross amounts due from Lessee, or if Lessor elects, Lessee shall be offset against immediately liable for all rent and additional rent (Paragraph 19) that would be owing to the Base Rent next coming due until satisfied in fullend of the term, less any rental loss Lessee proves could be reasonably avoided, which amount shall be discounted by the discount rate of the Federal Reserve Bank, situated nearest to the Premises, plus one percent (1%).
Appears in 2 contracts
Samples: Annual Report, Office Lease (Cell Therapeutics Inc)
Default. 18.1. (a) If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default pay any rent or Additional Rent to Sublessor within seven ten (710) business days after receipt the same is due and payable under the terms of written this Sublease and following the passage of ten (10) days notice of said default from such failure by Sublessor; , or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said perform any other duty or obligation imposed upon it by this Sublease and such default within ninety shall continue for a period of thirty (9030) days after written notice thereof has been given to Sublessee by Sublessor (except where Sublessee has diligently begun to correct such other duties or obligations within such longer period as shall be reasonably required so long as and continues to cure such default on a diligent basis), or if the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy uponadjudged bankrupt, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an a general assignment of its property for the benefit of its creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, receiver of any property of Sublessee in or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premisespremises be appointed in any actions, suit, or any part hereof proceeding by or against Sublessee, or if the interest of Sublessee in the name of the whole, and hold the Subleased Premises shall be sold under execution or other legal process, then and in any such event Sublessor shall have the right to enter upon the Subleased Premises and again have, repossess, and enjoy the same as if this Sublease had not been made, and expel thereupon this Sublease shall terminate without prejudice, however, to the right of Sublessor to recover from Sublessee all rent due and those claiming under it, and remove its or their property without being taken or deemed unpaid up to be guilty the time of such re-entry. In the event of any manner of trespass (or such default and re-entry, Sublessor may send written notice shall have the right to Sublessee relet the Subleased Premises for the remainder of the termination of this Sublease, and upon entry as aforesaid (or in then existing term whether such term be the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the initial term of this Sublease shall terminate. or any renewed or extended term, and to recover from Sublessee hereby expressly waives any and all rights of redemption granted the difference between the rent reserved by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of amount obtained through such reletting less the term of this Sublease. Sublessor shall costs and expenses reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any such reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and Sublessor hereby expressly reserves all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt rights and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee it, whether at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default .
(b) If any rent (including Additional Rent) shall not be paid within ten (10) days after delivery due, in addition to, and without waiving or releasing any other rights and remedies of Sublessor, a late charge of one and one-half percent (1.5%) per month on the amount of such noticerent shall become immediately due and payable to Sublessor, Sublessee shall have the right, but not the obligation, as liquidated damages for Sublessee's failure to cure such default itselfmake prompt payment, and the costs incurred by Sublessee in curing such default same shall be offset against the Base Rent next coming due until satisfied in fullconsidered as additional rent.
Appears in 2 contracts
Default. 18.1. If Sublessee shall default Pledgor defaults in the payment of rent the principal or ------- interest under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other payments required event of Sublesseedefault under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in all the performance or observance rights, powers and remedies of any other agreement owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Texas or condition on otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its part discretion, from time to be performed or observedtime, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest all or any part hereofof the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon executionsuch terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, attachmentthe Company may bid for, or their process of law; or if Sublessee shall make an assignment of its property for and become the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 dayspurchaser of, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty Pledged Shares offered for sale. In case of any manner of trespass (or Sublessor may send written notice to Sublessee of such sale, after deducting the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting other expenses of sale and delivery, the remaining proceeds of such sale shall be applied first to the foregoing expenses principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment return of any of the above as to expenses or rent, provide Pledged Shares remaining in the Sublessee with an itemization hands of all such items as a condition to the Sublessee's obligations to make paymentCompany. If Sublessor Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in default in full, including the prompt and full performance fees of any other of its promises, covenants, or agreements contained in this Sublease and attorneys employed by the Company to collect such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulldeficiency.
Appears in 2 contracts
Samples: Stock Pledge Agreement (Tmil Corp), Stock Pledge Agreement (Tmil Corp)
Default. 18.122.01. If Sublessee This Lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall hereafter make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or (subject to clause (a) below) an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or (subject to clause (a) below) against Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant, under the arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a permanent receiver of Tenant, or of or for the property of Tenant, shall be appointed, then Landlord (a) if such event occurs without the acquiescence of Tenant, as the case may be, at any time after the event continues for ninety (90) days, or (b) if such event is voluntary by Tenant, at any time after the occurrence of any such event, may give Tenant a notice of intention to end the term of this Lease at the expiration often (10) days from the date of service of such notice of intention, and upon the expiration of said ten (10) day period this Lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date of this Lease, but Tenant shall remain liable for damages as provided in Article 24 hereof. Landlord acknowledges that at the time this Lease is executed a segregated account of Tenant is currently subject to a rehabilitation proceeding in Wisconsin and Tenant’s parent company, Ambac Financial Group Inc., is currently subject to a federal bankruptcy proceeding and neither of those current proceedings shall have an adverse affect on this Lease or be considered a default under this Article 22 provided the Lease is not transferred to the segregated account of Tenant, the general account of Tenant does not become encompassed in the rehabilitation proceeding in Wisconsin and Tenant does not become subject to its parent company’s bankruptcy proceeding.
22.02. This Lease and the term and estate hereby granted are subject to the further limitations that:
(a) if Tenant shall default in the payment when due of rent any Fixed Rent or other payments required of SublesseeAdditional Charges, and if Sublessee such default shall fail to cure said default within seven continue for fourteen (714) business days after receipt of written notice of said such default, or
(b) if Tenant shall, whether by action or inaction, be in default from Sublessor; or if Sublessee shall of any of its obligations under this Lease (other than a default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses Fixed Rent or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease Additional Charges) and such default in performance continues for more than shall continue and not be remedied within thirty (30) days after written Landlord shall have given to Tenant a notice thereof from Sublessee to Sublessor specifying the particulars same, or, in the case of such a default or breach of performance provided, however, that if the default complained of, is of such a nature that the same which cannot with due diligence be rectified or cured within such a period of thirty (30 30) days and the continuance of which for the period required for cure will not (i) subject Landlord or any Superior Lessor or any Superior Mortgagee to prosecution for a crime or (ii) subject the Premises or any part thereof or the Building or Land, or any part thereof, to being condemned or vacated, if Tenant shall not (x) within said thirty (30) day periodperiod advise Landlord of Tenant’s intention to take all steps necessary to remedy such default, then such default shall be deemed to be rectified or cured if Sublessor, (y) duly commence within such said thirty (30) day period, and thereafter diligently prosecute to completion all steps necessary to remedy the default, then in any of said cases Landlord may give to Tenant a notice of intention to end the term of this Lease at the expiration of five (5) days from the date of the service of such notice of intention, and upon the expiration of said five (5) days this Lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this Lease, but Tenant shall remain liable for damages as provided in Article 24 hereof.
(a) If Tenant shall have commenced assigned its interest in this Lease, and this Lease shall thereafter be disaffirmed or rejected in any proceeding under the United States Bankruptcy Code or under the provisions of any federal, state or foreign law of like import, or in the event of termination of this Lease by reason of any such proceeding, the assignor or any of its predecessors in interest under this Lease, upon request of Landlord given within ninety (90) days after such disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent and Additional Charges then due and payable to Landlord under this Lease to and including the date of such disaffirmance or rejection and (b) enter into a new lease as lessee with Landlord of the Premises for a term commencing on the effective date of such disaffirmance or rejection and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Charges and upon the then executory terms, covenants and conditions as are contained in this Lease, except that (i) the rights of the lessee under the new lease, shall be subject to any possessory rights of the assignee in question under this Lease and any rights of persons claiming through or under such assignee, (ii) such new lease shall require all defaults existing under this Lease to be cured by the lessee with reasonable diligence, and (iii) such new lease shall require the lessee to pay all Additional Charges which, had this Lease not been disaffirmed or rejected, would have become due after the effective date of such disaffirmance or rejection with respect to any prior period, subject to the right of such lessee to dispute such amounts. If the lessee shall fail or refuse to enter into the new lease within fourteen (14) days after Landlord’s request to do so, then in addition to all other rights and remedies by reason of such default, under this Lease, at law or in equity Landlord shall have the same rights and remedies against the lessee as if the lessee had entered into such new lease and such new lease had thereafter been terminated at the beginning of its term by reason of the default of the lessee thereunder.
(b) if pursuant to the Bankruptcy Code, Tenant is permitted to assign this Lease in disregard of the restrictions contained in Article 7 hereof (or if this Lease shall be assumed by a trustee), the trustee or assignee shall cure any default under this Lease and shall continue thereafter provide adequate assurance of future performance by the trustee or assignee including (a) of the source of payment of rent and performance of other obligations under this Lease (for which adequate assurance shall mean the deposit of cash security with due diligence Landlord in an amount equal to cause the sum of one year’s Fixed Rent then reserved hereunder plus an amount equal to all Additional Charges payable under Article 3 hereof for the calendar year preceding the year in which such cure assignment is intended to become effective, which deposit shall be held by Landlord, with interest, for the balance of the term as security for the full and faithful performance of all of the obligations under this Lease on the part of Tenant yet to be completed. Upon performed) and that any default such assignee of this Sublease by SublessorLease shall have a net worth computed in accordance with generally accepted accounting principles, Sublessee equal to at least ten (10) times the aggregate of the annual Fixed Rent reserved hereunder plus all Additional Charges for the preceding calendar year as aforesaid and (b) that the use of the Premises shall comply with the provisions of Article 2 of this Lease and shall not be so disreputable as to adversely affect the reputation of the Building. If all defaults are not cured and such adequate assurance is not provided within 60 days after there has been an order for relief under the Bankruptcy Code, then this Lease shall be deemed rejected, Tenant or any other person in possession shall vacate the Premises, and Landlord shall be entitled to pursue retain any rent or security deposit previously received from Tenant and shall have no further liability to Tenant or any person claiming through Tenant or any trustee. If Tenant receives or is to receive any valuable consideration for such an assignment of this Lease, such consideration, after deducting therefrom (a) the brokerage commissions, if any, and other expenses reasonably incurred by Tenant for such assignment and (b) any portion of such consideration reasonably designed by the assignee as paid for the purchase of Tenant’s Property in the Premises, shall be and become the sole exclusive property of Landlord and shall be paid over to Landlord directly by such assignee. If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any person, including, without limitation, any individual, partnership or corporate entity, who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (x) the name and address of such person, (y) all remedies available of the terms and conditions of such offer, and (z) the adequate assurance to Sublessee at law or in equitybe provided Landlord to assure such person’s future performance under this Lease, including, without limitation, the right of self- help. In assurances referred to in Title 11 U.S.C. Section 365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession prior to the assignment, but in any event Sublessor fails to cure the default within no later than ten (10) days after delivery prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the effective date of such notice, Sublessee shall have the right, but not the obligationproposed assignment, to cure accept an assignment of this Lease upon the same terms and conditions and for the same consideration after giving effect to any sharing of consideration to which Landlord would be entitled under Section 7.07 if this were an assignment contemplated by Article 7 hereof, if any, as the bona fide offer made by such default itselfperson, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease except to the extent of any such brokerage commissions that Tenant is required to pay to any party unaffiliated with Tenant and the costs incurred which is in fact paid by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullTenant.
Appears in 2 contracts
Samples: Settlement Agreement (Ambac Financial Group Inc), Lease (Ambac Financial Group Inc)
Default. 18.1. (a) A default under this Lease by Lessee shall exist if any of the following occurs (each, an “Event of Default”):
(1) If Sublessee shall default in the payment of rent Lessee fails to pay any Monthly Base Rent, Additional Rent, or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part sum required to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee paid hereunder when due which remains undischarged failure continues uncured for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven three (3) days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send after written notice thereof;
(2) If Lessee fails to Sublessee of the termination perform any term, covenant or condition of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to Lease except those requiring the payment of rent money, and all other payments due from Sublessee Lessee fails to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all cure such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than breach within thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of Lessor where such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot could reasonably be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period; provided, however, that where such failure could not reasonably be cured within the thirty (30)) day period; that Lessee shall not be in default if Lessee commences such performance within the thirty (30)) day period and diligently thereafter prosecutes the same to completion;
(3) If Lessee’s interest in this Lease is assigned or transferred, either voluntarily or by operation of law (except as expressly permitted by other provisions of this Lease);
(4) If Lessee assigns its assets for the benefit of its creditors; or
(5) If a court makes or enters any decree or order other than under the bankruptcy laws of the United States adjudging Tenants to be insolvent; or approving as properly filed a petition seeking reorganization of Tenants; or directing the winding up or liquidation of Tenants and such decree or order shall have commenced continued for a period of sixty (60) days.
(b) In the Event of a Default by Lessee, Lessor may terminate this Lease and remove ail persons and property therefrom and Lessor may recover from Lessee:
(1) the worth at the time of award of the unpaid rent which had been earned at the time of termination, including interest thereon at the maximum lawful rate from the time of termination until paid;
(2) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such cure and rental loss that Lessee proves could have been reasonably avoided, including interest thereon at the maximum lawful rate from the time of termination until paid;
(3) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and
(4) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.
(c) If Lessor does not take possession of the Premises or terminate Lessee’s right to occupy the Premises, then this Lease shall continue thereafter with in effect for so long as Lessor does not terminate Lessee’s right to possession and Lessor may enforce all of its rights and remedies under this Lease, including the right to recover the rent and other sums due diligence to cause such cure to be completedfrom Lessee hereunder as and when due. Upon any default For the purposes of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitationParagraph 22, the right following do not constitute a repossession of self- help. In the event Sublessor fails Property by Lessor or a termination of the Lease by Lessor: (1) acts of maintenance or preservation by Lessor or efforts by Lessor to cure relet the default within ten Property; or (102) days after delivery the appointment of such notice, Sublessee shall have the right, but not the obligation, a receiver by Lessor to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullprotect Lessor’s interests under this Lease.
Appears in 2 contracts
Samples: Lease (SITIME Corp), Lease (SITIME Corp)
Default. 18.1. If Sublessee shall Should Lessee default in the payment of any installment of rent or any other payments required of Sublesseesum when due as herein provided, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance of or observance of breach any other agreement covenant, condition or condition on its part restriction herein provided to be kept or performed by Lessee; or observedshould Lessee fail to take out, pay for, maintain or deliver any of the insurance certificates provided in this Lease to be paid by Lessee at the time and in the manner herein provided, and if Sublessee shall fail to cure said should any such default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged breach continue for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days from and after written notice thereof from Sublessee is given by Lessor to Sublessor specifying Lessee (or, except for payment of Rent, for such longer period as may be reasonably required provided that Lessee commences to cure the particulars of breach in a prompt manner and proceeds diligently thereafter to complete such cure), then, and in any such event, Lessor may at Lessor’s option terminate this Lease by giving Lessee no less than seven days’ prior written notice hereof, and thereupon, unless such default is cured within such seven days’ period, this Lease shall cease and terminate and Lessee’s rights in and to the Premises and all buildings and other improvements erected and placed thereon shall cease and end, and the Lessor may, without further notice or breach demand of performance legal process, re-enter and take possession of said Premises and all buildings and other improvements thereon, remove Lessee and all persons claiming under Lessee therefrom and, except as herein otherwise provided, Lessee and all such persons shall quit and surrender possession of the Premises and all buildings and other improvements thereon to Lessor, provided, however, that if such termination shall not relieve Lessee from the default complained ofpayment of any sums then due and payable from Lessee or any claim for damages then accrued against Lessee hereunder, is of and such a nature that the same cantermination shall not be rectified prevent Lessor from recovering any such sums or cured within damages, or from enforcing such thirty (30 day period, then such default shall be deemed to be rectified obligations or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon recovering damages for any default of this Sublease thereof, by Sublessorany remedy provided by law. Notwithstanding the foregoing, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee Lessee shall have the right, but not right to avoid termination and have this Lease continue in full force and effect provided that it pays any unpaid Rent prior to eviction. Lessor shall use commercially reasonable efforts to relet the obligation, to cure Premises in the event of any such default itselftermination, and the costs incurred by Sublessee in curing rents and other sums collected upon any such default re-letting shall be offset credited against the Base Rent next coming due until satisfied in fullany of Lessee’s liabilities hereunder.
Appears in 2 contracts
Samples: Lease (Blue Apron Holdings, Inc.), Lease (Blue Apron Holdings, Inc.)
Default. 18.1. If Sublessee shall default in and whenever:
(a) the rent hereby reserved, or any part thereof, be not paid when due, or there is non-payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part sum which the Tanant is obligated to be performed or observedpay under any provisions hereof, and if Sublessee such default shall fail to cure said default within ninety continue for fifteen (9015) days after notice by the University requiring the Tenant to rectify the same; or
(b) the term or such longer period as any goods, chattels, equipment or other personal property of the Tenant, shall be reasonably required so long as the Sublessee shall taken or be diligently pursuing such cure after receipt of written notice of said default from Sublessor; eligible in execution or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trusteeWrit of Execution shall issue against the Tenant; or
(c) the Tenant shall become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any act that may be in force for bankrupt or insolvent debtors, or assignee become involved in a winding-up proceeding, voluntary or otherwise, or if a receiver shall be appointed for the business, property, affairs or revenues of the Tenant, or if any Governmental authority should take possession of the business or property of the Tenant; or
(d) the Tenant shall make a bulk sale of its goods or move or commence, attempt or threaten to move its goods, Chattels and equipment out of the Demised Premises (other than in the routine course of its business) or shall, for a period of fifteen (15) consecutive days (without the prior written consent of the University) fail to conduct operations in the Demised Premises; or
(e) the Tenant shall vacate or abandon the Demised Premises in whole or in part; or
(f) the Tenant shall assign or sub-let or purport to assign or sub-let any portion or all of the Term or the Demised Premises without the written consent of the University as required pursuant to this Lease; or
(g) the Tenant shall fail to remedy any condition giving rise to cancellation, threatened cancellation, reduction or threatened reduction of any insurance policy on the Building or any part thereof within Twenty-Four (24) hours after notice thereof by the University; or
(h) the Tenant shall not observe, perform and keep any other of the Sublessee's propertycovenants, agreements, provisions, stipulations and conditions herein to be observed, performed and kept by the Tenant and shall persist in such failure for fifteen (15) days after notice by the University requiring that the Tenant remedy, correct, desist or comply (or in the case of any such breach which reasonably would require more than fifteen (15) days to rectify unless the Tenant shall commence rectification within the said fifteen (15) day period and thereafter promptly and diligently and continuously proceed with the rectification of the breach);
(i) the University, as Sublessor, becomes entitled to re-enter the Subpremises subleased by it to the Tenant in Campus Towers, by lease of even date; then and in any of said casessuch cases at the option of the University, Sublessor lawfully the full amount of the current month's and the next ensuing three (3) month's rent shall, without limiting the right of the University to recover from the Tenant any greater or other losses suffered by the University immediately become due and payable and the University may upon seven days immediately distrain for the same, together with any arrears then unpaid; and the University may without notice or if such notice shall adversely affect the rights any form of legal process forthwith re-enter upon and take possession of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, Demised Premises or any part hereof thereof in the name of the wholewhole and remove and sell the Tenant's goods, chattels, equipment and any other property therefrom, any rule of law or equity to the contrary notwithstanding; and the University may seize and sell such goods, chattels, equipment and other property of the Tenant as are in the Demised Premises or at any place to which the Tenant or any other person may have removed them in the same manner as if they had remained and been distrained upon the Demised Premises; and such sale may be effected in the discretion of the University either by public auction or by private treaty, and hold either in bulk or by individual item, or partly by one means and partly by another, all as the Subleased Premises as if this Sublease had not been madeUniversity in its entire discretion may decide, and expel Sublessee the Tenant waives and those claiming under it, and remove its or their property without being taken or deemed to be guilty renounces the benefit of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in Statute or amendments thereto taking away or limiting the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from SublesseeUniversity's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulldistress.
Appears in 1 contract
Samples: Sublease Agreement (Altarex Corp)
Default. 18.1. If Sublessee shall After a default in under any of the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysLoan Documents, or if a receiverMaker fails to make any payment under this Note when due, trusteethe Holder, or assignee shall be appointed for at its option, without notice to Maker (except as provided below), may declare the whole entire principal balance of this Note and all unpaid accrued interest thereon and other charges payable by Maker pursuant to this Note or any part of the Sublessee's property, then other Loan Document immediately due and payable in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafterfull, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor Holder may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives exercise any and all other rights of redemption granted by or remedies available to it under any present or future laws in the event of Sublessee being evicted or dispossessed for any causeLoan Document, at law or in the event Sublessor terminates this Sublease as provided in this Articleequity. The Sublessee Any additional interest due because of a default shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days accrue from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify default and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items paid as a condition to the Sublessee's obligations to make paymentcuring of the default. If Sublessor shall be in Notwithstanding the foregoing, the Holder will not accelerate the Maturity Date (a) because of a monetary default in the prompt and full performance of by Maker under this Note or any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if Loan Document unless the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such noticethe date on which the Holder mails or delivers written notice of the default to Maker, Sublessee shall have or (b) because of a nonmonetary default by Maker under this Note or any other Loan Document unless the rightdefault is not cured within thirty (30) days of the date on which the Holder mails or delivers written notice of the default to Maker. For purposes of this Note, but not the obligation, term "MONETARY DEFAULT" means a failure by Maker to cure such default itselfmake any payment required pursuant to this Note or any other Loan Document, and the costs incurred term "NONMONETARY DEFAULT" shall mean a failure by Sublessee Maker to perform any obligation contained in curing such this Note or any other Loan Document, other than the obligation to make the payments provided for in this Note or any other Loan Document. If the nonmonetary default is capable of being cured and cannot reasonably be made within the thirty (30) day cure period, the cure period shall be offset against extended up to ninety (90) days so long as Maker has commenced action to cure within the Base Rent next coming thirty (30) day cure period, and in the Holder's opinion, Maker is proceeding to cure the default with due until satisfied diligence. None of the foregoing shall be construed to obligate the Holder to forbear in fullany other manner from exercising its remedies and the Holder may pursue any other rights or remedies which the Holder may have because of the default. 8.
Appears in 1 contract
Default. 18.1. If Sublessee Each of the following events shall default in be an "EVENT OF DEFAULT" hereunder:
(a) Borrower fails to pay timely any of the payment of rent principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other payments required of Sublessee, amounts due under this Note on the date the same becomes due and if Sublessee shall fail to cure said default payable or within seven five (75) business days after receipt of written notice of said default from Sublessor; thereafter;
(b) Borrower files a petition or if Sublessee shall default in the performance action for relief under any bankruptcy, insolvency or observance of moratorium law or any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as law for the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy uponrelief of, or take Sublessee's leasehold interest relating to, debtors, now or any part hereof, upon execution, attachmenthereafter in effect, or their process of law; or if Sublessee shall make an makes any assignment of its property for the benefit of creditors; creditors or if Sublessee shall file voluntary bankruptcy; takes any action in furtherance of any of the foregoing;
(c) An involuntary petition is filed against Borrower (unless such petition is dismissed or if discharged within sixtx (00) xays) under any bankruptcy statute now or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 dayshereafter in effect, or if a custodian, receiver, trustee, or assignee shall be appointed for the whole benefit of creditors (or any part of the Sublessee's propertyother similar official) is appointed to take possession, then in any of said cases, Sublessor lawfully may upon seven days notice custody or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty control of any manner property of trespass Borrower;
(or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5thd) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted Borrower's employment by or under any present associatxxx xxxx Company is terminated xxxx xxxxx by the Company or future laws for the reason that Borrower resigns his/her employment. Upon the occurrence of an Evenx xx Xxxault hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Company, and, in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such terminationan Event of Default pursuant to (b) or (c) above, Sublessee will indemnify automatically, be immediately due, payable and pay collectible by Company pursuant to Sublessor each monthapplicable law. Notwithstanding the foregoing, if an Event of Default has occurred under (d) above due to, in Company's sole discretion, no malfeasance or such other period elected by misfeasance on the Sublessor against all loss part of rentBorrower, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee Note shall be liable for accelerated only after 30 days' notice to Borrower or any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' feessuccessor. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, Company shall have commenced such cure all rights and shall continue thereafter with due diligence to cause such cure to be completed. Upon may exercise any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law it under law, successively or in equity, including, without limitation, the right of self- helpconcurrently. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee Borrower expressly acknowledges and agrees that Company shall have the rightright to offset any obligations of Borrower hereunder against salaries, but not the obligation, bonuses or other amounts that may be payable to cure such default itself, and the costs incurred Borrower by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullCompany.
Appears in 1 contract
Samples: Promissory Note (Petsmart Inc)
Default. 18.1. (a) If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee Lessee shall fail to cure said pay any rent to Lessor when the same is due and payable under the terms of this Lease and such default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged continue for a period of 60 daysten (10) days after written notice thereof has been given to Lessee by Lessor, or if a receiver, trustee, or assignee the Lessee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed fail to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, duty or agreements contained in obligation imposed upon it by this Sublease Lease and such default in performance continues shall continue for more than a period of thirty (30) days after written notice thereof from Sublessee has been given to Sublessor specifying Lessee by Lessor, or if the particulars Lessee shall be adjudged bankrupt, or shall make a general assignment for the benefit of its creditors, or if a receiver of any property of Lessee in or upon the Premises be appointed in any actions, suit, or proceeding by or against Lessee and such default appointment shall not be vacated or breach annulled within sixty (60) days, or if the interest of performance providedLessee in the Premises shall be sold under execution or other legal process, then and in any such event Lessor shall have the right to enter upon the Premises and again have, repossess, and enjoy the same as if this Lease had not been made, and thereupon this Lease shall terminate without prejudice, however, that if to the default complained of, is right of Lessor to recover from Lessee all rent due and unpaid up to the time of such a nature that re-entry. In the same cannot event of any such default and re-entry, Lessor shall have the right to relet the Premises for the remainder of the then existing term whether such term be rectified the initial term of this Lease or cured within any renewed or extended term, for the highest rent then obtainable, and to recover from Lessee the difference between the rent reserved by this Lease and the amount obtained through such thirty reletting less the costs and expenses reasonably incurred by Lessor in such reletting.
(30 day period, then b) If Lessor shall fail to perform any duty or obligation imposed upon it by this Lease and such default shall be deemed to be rectified or cured if Sublessor, within such continue for a period of thirty (30) day perioddays after written notice thereof has been given by Lessee, then and in such event Lessee may, at its option, terminate this Lease without prejudice to is right to recover appropriate damages from Lessor. Upon termination of the lease pursuant to this provision, all obligations of Lessee arising under this Lease, including payment of rent, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completedcease. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten Pacific Freeport Industrial Park Page 10 (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.Westinghouse Electric Corporation)
Appears in 1 contract
Samples: Lease Agreement (CDW Holding Corp)
Default. 18.1As used in this Lease, the term "event of default" shall ------- mean any one of the following:
A. The failure of Tenant to make any payment of rent by the fifth (5th) day of the month in which the same becomes due and payable;
B. The failure of Tenant to fulfill any other duty or obligation imposed on Tenant by this Lease;
C. The appointment of a receiver or the entry of an order declaring Tenant bankrupt or the assignment by Tenant for the benefit of creditors or the participation by Tenant in any other insolvency proceedings;
D. The taking of the leasehold interest of Tenant hereunder pursuant to an execution on a judgment.
E. Notwithstanding any other provisions contained in this Lease, in the event (a) Tenant or its successors or assignees shall become insolvent or bankrupt, or if it or their interests under this Lease shall be levied upon or sold under execution or other legal process, or (b) the depository institution then operating on the Premises is closed, or is taken over by any depository institution supervisory authority ("Authority") and if such Authority elects to and does in fact continue paying rent and otherwise perform herewith, Landlord may terminate this Lease only with the concurrence of any Receiver or Liquidator appointed by such Authority; provided, that in the event this Lease is terminated by the Receiver or Liquidator, the maximum claim of Landlord of rent, damages, or indemnity for injury resulting from the termination, rejection, or abandonment of the unexpired Lease shall in no event be in an amount in excess of all accrued and unpaid rent to the date of termination. If Sublessee shall default Upon the happening of any "event of default", Landlord may at its option accelerate payments due hereunder and terminate this Lease and expel Tenant and recover reasonable legal fees and costs therefrom without prejudice to any other remedy; provided, however, that before the exercise of such option in the event of default, in the case of failure by Tenant in the payment of rent or the payment of taxes or insurance costs or any other payments sums as required of Sublesseeby this Lease, and if Sublessee Landlord shall fail to cure said default within seven (7) business days after receipt of first have given written notice of said such event of default from Sublessor; to Tenant, which thereafter shall have five (5) days within which to remedy or if Sublessee shall default correct such monetary default, including the payment of any late fees or other charges assessed by the lender of Landlord, and in the performance or observance case of failure by Tenant to perform any other agreement or condition on its part to be performed or observedimposed herein upon Tenant, and if Sublessee Landlord shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of have first given written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable default to any amounts due under this SubleaseTenant, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor thereafter shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than have thirty (30) days after written notice thereof from Sublessee (as to Sublessor specifying the particulars any event of default other than payment of rent or other monetary default) within which to remedy or correct such default or breach of performance default; provided, however, that if the such event of non-monetary default complained of, is of such a nature that the same cannot reasonably be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such said thirty (30) day period, Tenant shall have not be deemed in default hereunder if cure is commenced such cure within said period and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulldiligently pursued thereafter.
Appears in 1 contract
Samples: Lease (Firstbancorporation Inc)
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee Tenant shall fail to cure said default within seven (7) business days after receipt pay, as and when due, any installment of written notice of said default from Sublessor; Base Rent or if Sublessee shall default in any other sum required to be paid by Tenant under this Lease or under the performance or observance terms of any other agreement or condition on its part to be performed or observed, between Landlord and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysTenant, or if a receiver, trustee, or assignee default shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof made in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its observance or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment performance of any of the above as to expenses other covenants or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained conditions in this Sublease Lease which Tenant is required to observe and perform and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within for ten (10) days after delivery written notice to Tenant (unless such default is not reasonable capable of being cured within such noticeten (10) day period, Sublessee in which event Tenant shall have the right, but not the obligation, be in default if Tenant commences to cure the default within such ten (10) day period and thereafter diligently prosecutes the cure to completion), or if Tenant is in default of any of its obligations under Paragraph 4(d) above (Hazardous Materials), below and if such default itselfis not cured by Tenant promptly after written notice to Tenant, or if the interest of Tenant in this Lease shall be levied on under execution or other legal process, or if any voluntary petition in bankruptcy or for corporate reorganization or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within thirty (30) days from the filing thereof, or if a receiver shall be appointed for Tenant or any of the property of Tenant by any court and such receiver shall not have been dismissed within thirty (30) days from the date of appointment, or if Tenant shall make an assignment for the benefit of creditors, if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall abandon or vacate (for longer than ten (10) consecutive days) the Premises during the Term, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease ("Event of Default"), and thereupon at its option may, with or without further notice or demand of any kind to Tenant or any other person, have any one or more of the costs incurred by Sublessee remedies described in curing such default shall be offset against the Base Rent next coming due until satisfied Paragraph 26, below, in fulladdition to all other rights and remedies provided at law or in equity or elsewhere in this Lease.
Appears in 1 contract
Samples: Lease Agreement (O S I Corp)
Default. 18.1. If Sublessee this lease is terminated in accordance with any of the terms herein (with the exception of Lessee’s insolvency), or if Lessee abandons the Premises or if Lessee shall default in fail at any time to keep or perform any of the covenants or conditions of this lease, i.e. specifically the covenant for the payment of rent or other payments required of Sublesseemonthly rent, and if Sublessee shall fail to cure said any monetary default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had is not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of Lessor gives Lessee written notice thereof or any nonmonetary default is not cured within thirty (30) days after such notice, Sublessee or such longer period as may be reasonably required to complete such cure if the same is commenced within said thirty (30) days and pursued thereafter in good faith and with due diligence, then, and in any of such events Lessor may with notice or demand, at Lessor’s option, and without being deemed guilty of trespass and/or without prejudicing any remedy or remedies which might otherwise be used by Lessor for arrearages or preceding breach of covenant or condition of this lease, enter into and repossess said Premises and expel the Lessee and all those claiming under Lessee. In such event Lessor may eject and remove from said Premises all goods and effects in any manner permitted by law. This lease if not otherwise terminated may immediately be declared by Lessor as terminated. Lessee shall remain liable for all unpaid rental which has been earned plus late payment charges pursuant to this lease and for the remainder of the term of this lease for any deficiency between the net amounts received following reletting and the gross amounts due from Lessee, or if Lessor elects, Lessee shall be immediately liable for all rent and additional rent that would be owing to the end of the term, less any rental loss Lessee proves could be reasonably avoided, which remainder shall be discounted by the discount rate of the Federal Reserve Bank, situated nearest to the Premises, plus one percent (1%). Waiver by the Lessor of any default, monetary or non-monetary, under this Lease shall not be deemed a waiver of any future default under the Lease. Acceptance of rent by Lessor after a default shall not be deemed a waiver of any defaults (except the default pertaining to the particular payment accepted) and shall not act as a waiver of the right of Lessor to terminate this Lease as a result of such defaults by an unlawful detainer action or otherwise. If Lessor is fails to perform any of its obligations under this lease and such failure continues beyond the same cure period here given to Lessee for the same type of default, Lessee shall have the right, but not the obligationright to recover its damages caused by such breach, to cure such default itselfon behalf of Lessor or, if such default materially interferes with Lessee’s ability to use the Premises for the purposes herein stated, to terminate this lease. Any sums expended by Lessee in effecting such cures shall be repaid by Lessor upon demand or may be offset by Lessee against the next installments of rent and additional rent, and the costs incurred by Sublessee in curing such default sums shall be offset against interest at the Base Rent next coming due until satisfied in fullrate applicable to delinquent rents from the date of such expenditure to the date of repayment or offset.
Appears in 1 contract
Samples: Office Lease (Dendreon Corp)
Default. 18.1. If Sublessee shall default in 11.01 It is made a condition under this Lease that if the payment of rent or other payments required of Sublessee, and if Sublessee Lessee shall fail to cure said default within seven pay any one or more rent installments, as called for by this Lease, for a period of fifteen (715) business days after receipt of the same becomes due and payable, the Authority, at its option, may, after thirty (30) days written notice and failure of the Lessee to pay such rental installment within the said default from Sublessor; or thirty (30) days, cancel and terminate the Lease and recover possession of the leased premises, such notice to be given as provided in Article XXI herein.
11.02 It is further agreed that if Sublessee the Lessee shall default in the performance or observance of any other agreement of the terms, provisions, covenants or condition on conditions in its part to be performed performed, kept or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyobserved hereunder, then and in any of said cases, Sublessor lawfully such event the Authority at its election may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or terminate this Lease at any time thereafter, thereafter and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name recover possession of the wholeleased premises and personal property by giving thirty days written notice, as provided in Article XXI herein; and hold at the Subleased Premises as if expiration of such thirty day period, this Sublease had not been made, Lease and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee all of the termination of this Subleaseright and interest herein granted to the Lessee, including any option privileges, shall cease and upon entry as aforesaid (terminate unless within such thirty day period all such default or defaults shall have been cured, except in the event that Sublessor shall sent the curing of such default takes more than thirty days and the Lessee is proceeding to Sublessee notice of termination cure the default as above provided, on soon as possible.
11.03 If the fifth (5th) day next following the date right of the sending of Lessee to the notice)use, the term of this Sublease shall terminate. Sublessee hereby expressly waives any occupancy and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premisesleased premises shall be terminated in any way, with removing from then the Subleased Premises property Authority shall use its best efforts to relet said premises or any part thereof for the account and benefit of Sublessee the Lessee for such renewal terms to such persons, firms, or corporation and persons claiming under it (including warehouse charges), with putting for such periods or period as may be fixed and determined by the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear exceptedAuthority, and with the Authority shall not unreasonably refuse to accept or receive any relettingsuitable occupant or tenant offered by the Lessee. The Authority shall not otherwise be required to do any act whatsoever or exercise any diligence whatsoever in or about the procurement of another occupant or tenant to mitigate the damages to the Authority, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected if a sufficient sum shall not be received from any reletting shall to satisfy the rental payments hereby agreed to be applied first made by the Lessee, after paying the expenses of reletting and collection, then the Lessee hereby agrees to pay and satisfy any such deficiency if, as and when the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance same exists; provided, however, that if the default complained of, is of any excess rentals from any such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default reletting shall be deemed credited to be rectified any rental due or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with to become due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullLessee.
Appears in 1 contract
Default. 18.1. If Sublessee Any other provisions in this Lease notwithstanding, it shall be an event of default in the payment ("Event of rent Default") under this Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or other payments required of Sublessee, sum payable by Tenant hereunder when due and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged failure continues for a period of 60 daysten (10) days after notice from Landlord to Tenant that such payment has not been received, provided, however, that Landlord shall not be obligated to give such notice, and Tenant shall not be entitled to the benefit of such notice on more than one (1) occasion during any calendar year, or if a receiver, trustee, (ii) Tenant fails to observe or assignee shall be appointed for the whole perform any other covenant or any part agreement of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if Tenant herein contained and such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send failure continues after written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted given by or under any present or future laws in the event on behalf of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable Landlord to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues Tenant for more than thirty fifteen (3015) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance days, provided, however, that if the default complained of, is such non-monetary Event of such a nature that the same Default by Tenant cannot reasonable be rectified or cured within such thirty fifteen (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (3015) day period, shall have commenced such cure and shall continue thereafter provided further that Tenant is proceeding with the due diligence to cause such effect a cure to be completed. Upon any default of this Sublease by Sublessorsaid Event of Default, Sublessee no Event of Default hereunder shall be entitled declared by Landlord if Tenant continues to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails proceed with diligence to cure said Event of Default until the default within ten same is cured, and it is cured no later than ninety (1090) days after delivery the giving of such noticenotice to Tenant by Landlord, Sublessee or (iii) Tenant uses or occupies the Demised Premises other than as permitted hereunder, or (iv) Tenant assigns or sublets, or purports to assign or sublet, the Demised Premises or any part thereof other than in the manner and upon the conditions set forth herein, or (v) Tenant abandons the Demised Premises or without Landlord's prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant's property from the Demised Premises other than in the ordinary and usual course of business, or (vi) Tenant (which, for purposes of this clause, includes any guarantor hereunder) files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to banking organizations, or (viii) a custodian, receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant's property or of the Demised Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (ix) Tenant shall generally not pay Tenant's debts as such debts become due, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or (x) any of the foregoing occurs as to any guarantor or surety of Tenant's performance under this Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the right, but not the obligationEvents of Default referred to in clauses (iii) through (ix) above or, to the extent applicable, (x). Notwithstanding anything contained herein to the contrary, the occurrence of an "Event of Default" under that certain Office Space Lease dated November 25, 1985, as amended, pursuant to which Tenant currently is leasing space in the Park, automatically shall constitute an Event of Default hereunder without any further notice or opportunity to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullwhatsoever required.
Appears in 1 contract
Samples: Lease Agreement (Immunicon Corp)
Default. 18.1. This lease is made upon the condition that:
(a) If Sublessee shall default be made in the payment of the rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues shall continue for more than thirty (30) days after receipt of written demand by Landlord to Tenant therefor, or
(b) If Tenant fails or neglects to perform any of Tenant's other obligations hereunder for a period of thirty (30) days after receipt of written demand by Landlord to Tenant for such performance, provided, however, that Tenant's obligation in this respect shall be fully satisfied where the default cannot be cured within said thirty (30) days, if Tenant starts to cure same within said period, and thereafter diligently proceeds to complete the curing of the said default, or
(c) If the estate hereby created shall be levied upon by a writ of execution or similar writ and such writ shall not be canceled, satisfied or otherwise removed within ninety (90) days after notice thereof from Sublessee to Sublessor specifying Landlord, or in any event prior to execution thereof, or
(d) If Tenant shall be adjudicated a bankrupt or insolvent according to law, or if any assignment of its property shall be made for the particulars benefit of creditors, then and in any of said events, Landlord or the legal representative of Landlord shall have the remedies herein provided. In the event of any such default or breach by Tenant, Landlord may at any time thereafter, upon written notice to Tenant, or Tenant's representative, terminate this lease and Tenant's right to possession of performance the premises. In addition, in any of said events, Landlord shall have the immediate right of re- entry and right to remove all persons and property from the leased premises and store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, without service of notice or resort to legal process, and Landlord shall not thereby be deemed guilty of trespass or become liable for any loss or damaged occasioned thereby. A re-entry by Landlord without written notice terminating this lease shall not constitute a termination of this lease or of Tenant's possession of the premises. Whether or not the lease is terminated, Landlord shall be entitled to recover from the Tenant costs and expenses, including but not limited to, for cleaning, removal of property, repairs and alterations, commissions required in reletting the premises, and Landlord's reasonable attorney's fees and court costs. All unpaid rent or other sums shall bear interest from the date due at the rate of ten percent (10%) per annum. Landlord may terminate this lease and Tenant's right to possession of the premises only by first sending a written notice to that effect to Tenant or Tenant's representative. Even though Tenant has defaulted or breached this lease and abandoned the property, the lease shall continue in effect for so long as Landlord does not so terminate Tenant's right to possession and Landlord may enforce all of his rights and remedies under the lease including the right to recover rent as it becomes due. Upon a termination of this lease, in addition to all other damages that Landlord is entitled to recover from Tenant, Landlord shall also be entitled to recover from Tenant the worth of the amount by which the unpaid rent for the balance of the term of the lease exceeds the amount of such rental loss that Tenant can prove could be reasonably avoided by Landlord. The rights and remedies of Landlord are cumulative, and the use of one remedy shall not be taken to exclude or waive the right to the use of another. If Landlord is compelled to commence or sustain an action at law or in equity to collect the stipulated rent or any additional rent or any costs or expenses provided for in this lease or to dispossess Tenant or to recover possession of or to relet the premises or to enforce or defend any of Landlord's rights, Tenant shall pay all costs in connection therewith including a reasonable fee for the attorney of Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the default complained of, nature of Landlord's obligation is of such a nature that the same canmore than thirty (30) days are required for performance then Landlord shall not be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, Landlord commences performance within such thirty (30) day period, shall have commenced such cure period and shall continue thereafter with due diligence diligently prosecutes the same to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullcompletion.
Appears in 1 contract
Samples: Ground Lease (Tehama Bancorp)
Default. 18.1. If Sublessee It is mutually agreed that in the event the Tenant shall default in the payment of rent or other payments required of Sublesseeherein reserved, when due, and if Sublessee shall fail fails to cure said default within seven ten (710) business days after receipt written notice hereof from the Landlord; or if the Tenant shall be in default in performing any of the terms or provisions of the lease other than the provision requiring the payment of rent, and fails to cure such default within thirty (30) days after the written notice of said default from Sublessorthe landlord; or if Sublessee shall default in the performance Tenant is adjudicated bankrupt or observance if a permanent receiver is appointed for the Tenant's property and such receiver is not removed within sixty (60) days after written notice from the Landlord to Tenant to obtain such removal; or if, whether voluntary or involuntary, Tenant takes advantage of any other agreement debtor relief proceedings under any present or condition on its future law, whereby the rent or any part thereof is, is proposed to be performed be, reduced or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessorpayment thereof deferred; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make the Tenant makes an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole Tenant's property or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may thereof should be levied upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy attached under process against Tenant and not satisfied or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid dissolved within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee Landlord to Sublessor specifying the particulars Tenant to obtain satisfaction thereof; then, in any said events, Landlord at his option, may at once, or within six (6) months thereafter (but only during continuance of such default or breach condition), terminate this lease by written notification to the Tenant; where upon this lease shall end. After an authorized assignment or subletting of performance providedthe entire premises covered by this lease, howeverthe occurring of any of the foregoing defaults or events shall affect this lease only if caused by, that if or happening to the default complained ofassignee or sub-tenant. Any notice provide ion this paragraph may be given by Landlord, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completedAgent herein named. Upon such termination by Landlord, Tenant will at once surrender possession of the premises to Landlord and remove all Tenant's property therefrom; and Landlord may forewith re-enter the premises and repossess himself hereof, and remove all property therefrom, using such force as may be necessary without being guilty of trespass, forcible entry to detainer or other tort, or the violation or any default of the terms of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulllease.
Appears in 1 contract
Default. 18.1. If Sublessee shall default Pledgor defaults in the payment of rent the principal or interest ------- under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other payments required event of Sublesseedefault under the Note or this Pledge Agreement occurs (including the bankruptcy or insolvency of Pledgor), the Company may exercise any and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in all the performance or observance rights, powers and remedies of any other agreement owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of California or condition on otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its part discretion, from time to be performed or observedtime, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest all or any part hereofof the Pledged Shares at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon executionsuch terms as the Company may deem advisable. Pledgor shall have no right to redeem the Pledged Shares after any such sale or assignment. At any such sale or auction, attachmentthe Company may bid for, or their process of law; or if Sublessee shall make an assignment of its property for and become the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 dayspurchaser of, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyPledged Shares offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note; provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then in remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights Pledged Shares remaining in the hands of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminateCompany. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee Pledgor shall be liable for any expenses incurred by Sublessor deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in connection with obtaining possession of full, including the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of attorneys employed by the above as Company to expenses or rent, provide the Sublessee with an itemization of all collect such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulldeficiency.
Appears in 1 contract
Samples: Executive Stock Pledge Agreement (Corinthian Colleges Inc)
Default. 18.1. If Sublessee shall be in default in the payment of hereunder if (a) Sublessee fails to pay when due any rent or other payments required sum to be paid by Sublessee hereunder; or (b) Sublessee fails to observe and perform any of Sublesseethe other terms, covenants, conditions, and/or rules and regulations of this Sublease or the Prime Lease and such failure continues for ten (10) days after notice (provided, however, if such default is incapable of being cured within ten (10) days, Sublessee shall not be in default if Sublessee has commenced curative action within such ten (10) day period, continues diligently to complete the cure, and actually completes the cure within the period required by the Prime Lease or if no such period is specified in the Prime Lease, then within a reasonable time; or (c) Sublessee abandons or deserts the Sublease Premises without notice to Sublessor and the continued payment of rent; or (d) if Sublessee shall fail to cure said default within seven (7) business days after receipt assigns this Sublease or sub-sublets any portion of the Sublease Premises without the prior written notice consent of said default from Landlord and Sublessor; or (e) if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as petitions shall be reasonably required so long as the filed by or against Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; to declare Sublessee bankrupt or to delay, reduce, or modify Sublessee’s debts or obligations or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy petition shall be filed against the or other action taken to reorganize or modify Sublessee’s capital structure; or (f) if Sublessee which remains undischarged for a period of 60 daysadmits in writing its inability to pay its debts, or if a receiver, trustee, or assignee shall be other court appointee is appointed for the whole all or any a substantial part of Sublessee’s property; or (g) if the Sublessee's propertyleasehold interest of Sublessee is levied upon or attached by process of law; or (h) if Sublessee makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights any proceedings are filed by or against Sublessee to declare Sublessee insolvent or unable to meet its debts; or (i) if a receiver or similar type of the Sublessor in any bankruptcy appointment or receivership, then immediately, court appointee or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty nominee of any manner of trespass (name or Sublessor may send written notice to character is made for Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminateits property. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in In the event of Sublessee being evicted any default by Sublessee, Sublessor may have any one or dispossessed for any cause, or more of the remedies described in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Prime Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first in addition to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt rights and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 1 contract
Default. 18.1. If Sublessee shall (a) default is made in the payment of the rent or other payments required of Sublesseeany additional charge payable hereunder by Tenant, and if Sublessee such default shall fail to cure said default within seven continue for five (75) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upondefault, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then (b) default is made in any of said cases, Sublessor lawfully may upon seven days notice the other covenants or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, conditions herein contained on the fifth (5th) day next following the date part of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease Tenant and such default in performance continues shall continue for more than thirty (30) days after written notice thereof from Sublessee shall have been given to Sublessor specifying the particulars Tenant (except that such thirty (30) day period shall be automatically extended for an additional period of time reasonably necessary to cure such default or breach of performance providednot to exceed sixty (60) days, however, that if the such default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day periodperiod and provided Tenant commences the process of curing such default within said thirty (30) day period and diligently pursues such cure), or (c) if this Lease shall, by act of Tenant or by operation of law or otherwise, pass to any party other than Tenant, except with the prior written consent of Landlord, (d) if Tenant shall abandon or vacate the Premises or permit same to become vacant, or (e) Tenant shall become Bankrupt, then and in any of the above-described events, Tenant shall be in breach of this Lease and Landlord shall have commenced such cure the rights and shall continue thereafter with remedies herein referred to and/or provided and as provided by law, including the right to immediate possession and to accelerate the rent due diligence to cause such cure to be completedfor the term hereof. Upon the occurrence of any default of this Sublease by Sublessorsuch default, Sublessee Landlord shall be entitled have the option to pursue any and all one or more of the following remedies (or any other remedy available to Sublessee at law it) without notice or demand whatsoever:
(a) Give Tenant written notice of intent to terminate this Lease on the date of such notice or on any later date as may be specified therein, whereupon Tenant's right to possession of the Premises shall cease and this Lease, except as to Tenant's liability, shall be terminated. In the event this Lease is terminated in equityaccordance with the provisions of this paragraph, Tenant shall remain liable to Landlord for damages in an amount equal to the rent and other sums which would have been owing by Tenant hereunder for the balance of the term had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to such termination, after deducting all Landlord's expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorney's fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. Landlord shall be entitled to collect such damages from Tenant monthly on the days on which the rent and other charges would have been payable hereunder if this Lease had not been terminated. Alternatively, at the option of the Landlord, in the event this Lease is so terminated, Landlord shall be entitled to recover forthwith against Tenant as damages for loss of the bargain and not as a penalty an aggregate sum, which at the time of such termination of this Lease, represents the excess, if any, of the aggregate of the rent and all other charges payable by Tenant hereunder that would have accrued for the balance of the term over the aggregate rental value of the Premises (such rental value to be computed on the basis of Tenant paying not only a rent to Landlord for the use and occupation of the Premises, but also such other charges as are required to be paid by Tenant under the terms of this Lease) for the balance of such term, both discounted to present worth at the rate of eight percent (8%) per annum.
(b) Reenter and take possession of the Premises or any part thereof, and repossess the same as of Landlord's former estate and expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, using such force for such purposes as may be necessary, without being liable for prosecution thereof, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Landlord elect to reenter as provided in this subparagraph, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions and upon other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its sole discretion, may determine, and Landlord may collect and receive the rents therefor. Landlord shall in no way be responsible or liable for any failure to relet the Premises, or any part thereof, or for any failure to collect any rent due upon such reletting. No such reentry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right of self- helpfollowing any such reentry and/or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event the Lease will terminate as specified in said notice. In the event Sublessor that Landlord does not elect to terminate this Lease but takes possession as provided for in this subparagraph, Tenant shall pay to Landlord (i) the rent and other charges as herein provided which would be payable hereunder if such repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's expenses including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorney's fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not been retaken. All covenants and agreements to be performed by the Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. If the Tenant fails to cure the default within pay any sum of money, other than rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for ten (10) days after delivery notice thereof by the Landlord, the Landlord may, but shall not be obligated to and without waiving or releasing the Tenant from any of its obligations, make any such payment or perform any such other act on the Tenant's part to be made or performed as provided herein. All sums so paid by the Landlord and all necessary incidental costs, and all costs and expenses (including reasonable attorneys' fees) incurred by Landlord in enforcing any of the terms, covenants or conditions of this Lease, or in suing for or obtaining relief by reason of a breach thereof, shall be payable as additional rent to the Landlord on demand and the Tenant covenants to pay any such sums, costs and expenses and the Landlord shall have, in addition to any other right or remedy of the Landlord, the same rights and remedies in the event of the nonpayment thereof by the Tenant as in the case of default by the Tenant in the payment of rent. If Tenant fails to pay rent or any other amount due to Landlord hereunder, Landlord will be entitled to interest on the unpaid amount at the annual rate of five percent plus the prime rate of interest charged, from time to time by the First Wisconsin National Bank of Milwaukee (or the highest contract rate permitted to be charged by law, whichever is lower) from the date of notice of default, compounded monthly. Failure of Landlord to exercise its rights in connection with any breach or violation of any term, covenant or condition herein contained shall not be deemed to be a waiver of such noticeterm, Sublessee covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall have not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the rightfailure of Tenant to pay the particular rental so accepted, but not regardless of Landlord's knowledge of such preceding breach at the obligationtime of acceptance of such rent. Tenant shall pay all costs, to cure such default itself, expenses and reasonable attorneys fees that may be incurred or paid by Landlord in enforcing the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullcovenants and agreements of this Lease.
Appears in 1 contract
Default. 18.1. (A) If, (a) Tenant fails to keep any of Tenant’s agreements mentioned in the Lease other than Tenant’s agreement to pay rent; or, (b) if the Tenant or any other occupants of the Apartment engage in objectionable conduct; or, (c) if the Apartment is vacated by all authorized occupants; or, (d) if the Apartment is damaged because of negligence or misuse of Tenant, Tenant’s family servants, visitors, or guests; or, (e) if any execution or attachment shall be issued against Tenant or any of Tenant’s property resulting in the Apartment being taken or occupied by someone other than Tenant; or, (f) if Tenant shall fail to move into or take possession of the Apartment within fifteen (15) days after the beginning of the Lease, then in any one or more of such events, Landlord may serve upon Tenant written notice stating the nature of said default, and if such default of Tenant has not been cured and corrected or objectionable conduct stopped within five (5) days then at the end of said five (5) days, the Landlord may serve upon Tenant three (3) days notice of Xxxxxxxx’s election to end the Lease, and upon the end of said three (3) days the Lease shall end as if the end of such three (3) days period were the day stated to be the end of the Lease, and the Tenant shall then give up the Apartment to Landlord, but Tenant shall remain responsible to Landlord as stated in this agreement, however, where the default involves a violation of Rule 13 or Rule 14, or otherwise relates to the unlawful trade, manufacture, distribution, storage and/or sale of marihuana or controlled substances, or where the conduct constitutes and imminent threat to the viability of the project or the safety of other tenants or occupants of the project, no notice as set forth in this paragraph need be given by the Landlord to the Tenant.
(B) If Sublessee the notice provided for in (A) hereof shall have been given, and the term shall end as provided above or if no notice is required pursuant to subparagraph (A) hereof, or if Tenant shall make default in the payment of the rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of additional rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty shall continue three (303) days after the statutory personal demand for rent or the giving of the statutory written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty three (30 day period3) days demand for rent, then such default shall be deemed to be rectified Landlord may dispossess Tenant or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure other occupants and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease their property by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law summary proceedings or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullpeaceful reentry or other lawful means.
Appears in 1 contract
Samples: Lease Agreement
Default. 18.1. If Sublessee shall default Lessor and Lessee agree that, (A) if the Minimum Rent or any other monies due from Lessee according to the terms of this Lease shall, at any time, be in the payment arrears and unpaid for a period of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt Lessee is advised in writing of the failure to pay, (provided, that if Lessor shall properly issue such a notice more than twice during any twelve (12) month period of the Lease Term, then in any subsequent instance in which Lessee fails to timely pay Minimum Rent or other monies due and Lessor issues written notice to Lessee to pay, then in addition to such other remedies as may be provided for hereinafter, Lessor may assess a penalty of said default from Sublessor; or if Sublessee shall default in One Hundred Dollars ($100.00) after the performance or observance seventh (7th) day of any other agreement calendar month if the Minimum Rent for that month is still not paid), or condition (B) if Lessee shall fail to keep and perform any of the covenants, agreements or conditions of this Lease on its part to be performed kept or observedperformed, and if Sublessee shall fail to cure said default within ninety thirty (9030) days after Lessor's written notice, or such longer period as (c) if Lessee's interest in the Demised Premises shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; sold under execution or if any person shall levy uponother legal process, or take Sublessee's leasehold interest or any part hereof(D) except where Lessee continues to pay all rent and other charges due on a timely basis, upon execution, attachment, or their process of law; or if Sublessee Lessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if be adjudged a receiver, trusteebankrupt, or assignee shall be placed under the control of a court appointed for receiver or trustee; then in the whole or any part event of the Sublessee's property, then in occurrence of any of said casesthe afore-described items (A), Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership(B), then immediately(C), or at any time thereafter(D) Lessor shall have the following rights and options:
(i) Lessor may terminate this Lease, and without further notice of demand, lawfully re-enter into the Demised Premises and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, repossess same and expel Sublessee Lessee, and those claiming under itand through Lessee, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice and without prejudice to Sublessee of the termination of this Subleaseany remedies which might otherwise be used to collect rent, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment occurrence of any of the above as to expenses or rentacts of default, provide the Sublessee with an itemization rights of all such items as a condition to the Sublessee's obligations to make paymentLessee under this Lease shall terminate. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance providedSuch termination shall, however, that if not relieve Lessee from its responsibilities for all Minimum Rent and all other charges required to be paid by Lessee, up to the default complained of, is time of such a nature that termination.
(ii) Lessor may, without terminating this Lease or Lessee's right of possession hereunder, re-enter the same cannot be rectified or cured within Demised Premises and the Improvements, and cure any such thirty (30 day periodEvent of Default of Lessee. If Lessor elects to exercise this remedy, then such default Lessee shall be deemed reimburse and pay to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue Lessor upon demand any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, costs and expenses which Lessor incurred to cure such default itselfEvent of Default, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.together with
Appears in 1 contract
Samples: Net Lease Agreement (Netmed Inc)
Default. 18.1. If Sublessee Upon the occurrence, at any time prior to or during the term ------- of this Sublease, of any one or more of the following events ("Events of Default"), a default shall have occurred hereunder:
(a) if Subtenant shall default in the payment when due of any installment of rent or other payments required in the payment when due of Sublessee, any additional monetary obligations and if Sublessee shall fail to cure said remedy such default within five (5) days after notice by Sublandlord to Subtenant of such default is received (or deemed received) by Subtenant; or
(b) if Subtenant shall default in the observance or performance of any term, covenant or condition of this Sublease on Subtenant's part to be observed or performed (other than the covenants for the payment of Rent and any additional monetary obligations), and Subtenant shall fail to remedy such default within seven (7) business days after receipt notice by Sublandlord to Subtenant of written notice of said such default from Sublessor; is received (or deemed received) by Subtenant, or if Sublessee such default is of such a nature that it cannot be completely remedied within said seven (7) days, if Subtenant shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure not commence within said default within ninety seven (907) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or shall not diligently prosecute to completion, all steps necessary to remedy such default; or
(c) if a receiverthe Premises shall become vacant, trusteedeserted or abandoned: or
(d) if Subtenant shall do any act or thing, or assignee shall be appointed for the whole fail to do any act or thing, and thereby cause Sublandlord to breach any part term or condition of the SublesseeLease; or
(e) if Subtenant's propertyinterest in this Sublease and/or in the Premises shall devolve upon or pass to any person, then in whether by operation of law or otherwise, except as expressly permitted by the Lease. Upon the occurrence of any one or more of said casessuch Events of Default, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivershipSublandlord, then immediately, or at any time thereafter, and without further may, at its option:
(I) give to Subtenant ten (10) days' notice of demandtermination of this Sublease and, enter into in the event such notice is given, this Sublease and the Term of this Sublease shall come to an end and expire upon the Subleased Premises, or any part hereof in expiration of said ten (10) days with the name of the whole, and hold the Subleased Premises same effect as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty the date of any manner expiration of trespass said ten (or Sublessor may send written notice to Sublessee of 10) days were the termination expiration date of this Sublease, and upon entry as aforesaid (or in the event that Sublessor but Subtenant shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be remain liable for a 5% late charge applicable to any amounts due under this Subleasedamages as herein provided. Upon such termination by Sublandlord, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor Subtenant shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining at once surrender possession of the Subleased PremisesPremises to Sublandlord and remove all of Subtenant's effects therefrom and Sublandlord may forthwith re-enter the Premises and repossess itself thereof, with removing from and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry or detainer or other tort; or
(II) remedy such default for the Subleased Premises property of Sublessee account and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement expense of this Lease, reasonable wear Subtenant without thereby waiving such default; and tear excepted, and with if Sublandlord makes any reletting, expenditures or incurs any obligations for the payment of money in connection therewith including, but without limitationnot limited to, reasonable attorneys' fees and brokers' fees. Any monies collected from disbursements in instituting prosecuting or defending any reletting shall be applied first to the foregoing expenses and then to the payment of rent action or proceedings, such sums paid or obligations incurred, and all other payments due from Sublessee to Sublessor. The Sublessor shallcosts and expenses, commensurate together with any demand for payment of any of interest at the above as to expenses or rentDefault Rate, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified additional rent hereunder and shall be paid by Subtenant to Sublandlord within five (5) days of rendition of any xxxx or cured if Sublessorstatement to Subtenant therefor; or
(III) in addition to an not in lieu of Sublandlord's foregoing fights, within such thirty (30) day periodSublandlord may, at its option as Subtenant's agent, without termination of this Sublease, enter upon and rent the Premises at the best price obtainable by reasonable effort, with or without advertisement, and by private negotiations, and for any term Sublandlord deems proper, whereupon Subtenant shall have commenced such cure and shall continue thereafter with due diligence no right to cause such cure to be completedreenter or occupy the Premises. Upon any default of this Sublease by Sublessor, Sublessee Subtenant shall be entitled liable to pursue any Sublandlord for the deficiency, if any, between all rents and other monetary obligations reserved hereunder and the total rental and other monetary payments applicable to the term obtained by Sublandlord on reletting, after deducting Sublandlord's expenses in restoring or altering the Premises and all costs and expenses incident to such reletting, including without limitation reasonable attorneys' fees and other legal costs, advertising costs and brokerage commissions. The above described fights and remedies available of Sublandlord are cumulative, and are in addition to Sublessee at and not in limitation of any other rights and remedies permitted by law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullthis Sublease.
Appears in 1 contract
Default. 18.1. If Sublessee In the event that the lessee shall default in the payment when due of rent any lease payment, additional lease payment, or any other payments required sums or charges due hereunder, for a period of Sublessee, and if Sublessee shall fail to cure said default within seven five (75) business consecutive days after receipt of written notice of the said default from Sublessor; amounts are due, or if Sublessee shall default in the performance or observance event of any other default or breach of the other terms and conditions of this lease, or any other lease agreement executed contemporaneously herewith or condition on its part to be performed or observedwhich incorporates this agreement by reference, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person execution or other process shall levy uponbe issued in connection with the equipment, or take Sublessee's leasehold interest if the lessee becomes insolvent or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make makes an assignment of its property for the benefit of creditors; , or if Sublessee shall file voluntary bankruptcy; a receiver, trustee or if any bankruptcy liquidator of the lessee's business or insolvency proceedings shall be commenced by Sublessee a substantial part of its assets is appointed with or an involuntary bankruptcy shall be filed against without the Sublessee which remains undischarged for a period consent of 60 daysthe lessee, or if a receiver, trusteepetition is filed against the lessee or by the lessee under the Bankruptcy Code or any amendments thereto, or assignee any similar state insolvency law or laws providing relief for debtors, or if the financial conditions of the lessee's business affairs shall so change as to, in lessor's opinion, impair lessor's equipment or increase the credit risk involved, then, and upon the happening of any of these events, lessor shall have the right to do one or more of the following:Declare this lease in default upon written notice to lessee whereupon the entire amount of the lease payments remaining to be paid pursuant to this agreement shall be appointed immediately due and payable; and Proceed to appropriate court action or actions at law or in equity or in bankruptcy to enforce performance by lessee of the covenants and terms and conditions of this Lease Agreement and/or to recover damages for the whole breach thereof; and Terminate this lease upon written notice to lessee; and Whether or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafternot this lease be so terminated, and without further notice to lessee, repossess the equipment wherever found, with or without legal process, and for this purpose lessor and/or its agents may enter upon any premise of demand, enter into and upon or under control or jurisdiction of the Subleased Premises, lessee or any part hereof in the name agent of the wholelessee without liability for suit, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, action or other proceeding by lessee (any damages occasioned by such repossession being hereby expressly waived by lessee) and remove its the equipment thereon. Notwithstanding the fact that any or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee all of the termination equipment is returned to or repossessed by the lessor as aforesaid, the lessee shall remain liable for and the lessor may forthwith recover from lessee as liquidated damages for breach thereof under this lease and not as a penalty, in addition to the entire amount of this Subleasethe unpaid lease payments pursuant to said subparagraph "A" above, and upon entry as aforesaid (all other unpaid sums or in the event charges that Sublessor shall sent accrued prior to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending lessee's default, together will all costs and expenses incurred by the lessor as set forth herein. If the lessee fails to redeliver any equipment to the lessor or the lessor is unable, for any reason, to effect repossession of the notice)equipment, or if the lessor does not repossess any of the equipment at its option, then with respect to such equipment, the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee lessee shall be liable for for, and lessor may forthwith recover from the lessee, as liquidated damages, and not as a 5% late charge applicable penalty, in addition to any amounts due under this Subleasethe entire amount of unpaid lease payments pursuant to subparagraph "A" above, which are not paid within seven the sum of twenty (720%) business days from percent of the actual cost to lessor of such equipment, plus all other unpaid sums or charges that accrued prior to the date of the notice of default.
18.2. In the case of such terminationdefault by lessee, Sublessee will indemnify together with all costs and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above lessor as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained set forth in this Sublease agreement. Lessor may also recover all costs and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, expenses including, without limitation, reasonable attorney fees incurred by the lessor in enforcing its rights under this agreement. Lessor may apply advance lease payments received against the lessee's obligations under this lease. Any repossession, resale or release of any equipment by lessor shall not be a bar to the institution of litigation by lessor against lessee for damages for breach of this lease, and the commencement of any litigation or the entry of any judgment against lessee shall not be a bar to the lessor's right of self- helpto repossess the equipment. With respect to any equipment returned to the lessor or repossessed by lessor pursuant to this agreement, the lessor may hold or use such equipment for any purpose whatsoever, or may sell the same at private or public sale, for cash or credit, or may release the same for such terms as shall be solely determined by lessor. In the event Sublessor fails of the sale or releasing by lessor of any such equipment, lessee shall be liable for, and lessor may forthwith recover from lessee, as liquidated damages for breach of this lease, and not as a penalty, in addition to cure the default within entire amount of the unpaid lease payments pursuant to subparagraph "A" above, the sum of twenty (20%) percent of the actual cost to the lessor of such equipment, plus all other unpaid sums or charges that accrued prior to the date of the lessee's default, plus the proceeds of any sale or releasing of such equipment, after first deducting therefrom all costs and expenses incurred in repossession, storage, repairs, reconditioning, sale, releasing, attorney fees, and collection fees with respect to the equipment. To the extent permitted by law, the lessee hereby waives any rights now or hereafter conferred by statute or otherwise which may require the lessor to sell, lease or otherwise use any equipment in mitigation of lessee's damages as set forth in this paragraph numbered ten (10) days after delivery ), or which may otherwise limit or modify any of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulllessor's rights or remedies under this paragraph numbered ten (10).
Appears in 1 contract
Default. 18.1. If Sublessee and whenever:
(a) the Rental hereby reserved, or any part thereof, shall default in not be paid on the day appointed for payment of rent or other payments required of Sublessee, thereof and if Sublessee shall fail the Tenant fails to cure said default remedy such breach within seven three (73) business days after receipt of written notice of said default from Sublessorthereof by the Landlord; or
(b) there is a breach or if Sublessee shall default in the non-observance or non-performance or observance of any other agreement or condition on its part to be performed or observedof the covenants, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy uponagreements, conditions, provisos, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against Rules and Regulations on the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyTenant to be kept, observed or performed and the Tenant fails to remedy such breach within fifteen (15) days of notice thereof by the Landlord (or immediately in the case of an emergency or such shorter period as required by any lawful governmental authority) or, if such breach cannot be remedied within fifteen (15) days, the Tenant fails to commence to remedy such breach within such fifteen (15) day period or thereafter fails to proceed diligently to remedy such breach; or
(c) if, without the written consent of the Landlord, the Leased Premises shall be used by any person other than the Tenant, the Tenant’s permitted assigns or permitted sublessees; or for any purpose other than that for which the Leased Premises were let; or
(d) the Term shall be taken in execution or attachment for any cause whatever, then and in any of said casesevery case, Sublessor lawfully may upon seven days notice or if such notice it shall adversely affect be lawful for the rights of the Sublessor in any bankruptcy or receivership, then immediately, or Landlord at its discretion any time thereafter, and without further notice of demand, thereafter to enter into and upon the Subleased Premises, Leased Premises or any part hereof thereof in the name of the wholewhole and the same to have again, repossess, and hold enjoy as of its former estate, notwithstanding anything in this Lease contained to the Subleased Premises as if this Sublease had not been madecontrary, and expel Sublessee the Term and those claiming under itthis Lease shall immediately upon such re-entering become forfeited and void, and remove its or their property at the Landlord’s option, provided however, that this shall be wholly without being taken or deemed prejudice to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee the right of the termination Landlord to recover arrears of this Sublease, and upon entry as aforesaid (rent or in the event that Sublessor shall sent to Sublessee notice damages for any antecedent breach of termination as above provided, covenant on the fifth (5th) day next following the date part of the sending of the notice)Tenant and provided further, the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days Landlord may subsequently recover from the date of the notice of default.
18.2. In the case of such terminationTenant all losses, Sublessee will indemnify and pay to Sublessor each monthdamages, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it costs (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees legal costs on a solicitor client basis) and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default whatsoever suffered by reason of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullLease having been prematurely determined.
Appears in 1 contract
Default. 18.1. If Sublessee shall default In the case of one or more of the following events (each, a “Default”)
(i) the Borrower fails to pay when due any payment of principal or interest hereof; or (ii) the Borrower applies for a trustee, receiver or other custodian for it or a substantial part of its property; a trustee, receiver or other custodian is appointed for the Borrower or for a substantial part of its property; or any bankruptcy, reorganization, debt arrangement, or other case of proceeding, is commenced in respect of the Borrower which, in the payment case of rent any involuntary case or other payments required of Sublesseeproceeding, and if Sublessee shall fail to cure said default is not dismissed within seven (7) business days after receipt of written notice of said default from Sublessor60 days; or if Sublessee shall default (iii) the Borrower materially breaches any of the covenants or agreements contained in the performance or observance this Note (other than that covered by clause (i) above) and such breach remains uncured for a period of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt from the Holder of written notice thereof; then, notwithstanding the foregoing provisions of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereofthis Note, upon executionthe occurrence of any Default described in clauses (i) and (ii) above, attachmentthe Holder may, or their process of law; or if Sublessee shall make an assignment of its property for without written notice, declare the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part unpaid principal and interest on this Note and all other obligations of the Sublessee's propertyBorrower to the Holder at once due and payable, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premisesoccurrence of any Default described in clause (iii) above, or any part hereof in the name Holders of at least a majority of the wholeoutstanding principal amount under the Notes, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send upon written notice to Sublessee the Borrower, upon written notice to the Borrower and each of the termination of this SubleaseHolders, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such terminationmay be, Sublessee will indemnify declare the unpaid principal and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of interest on this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent Note and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any obligations of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition Borrower to the Sublessee's Holders at once due and payable, whereupon in each foregoing case such principal, interest and other obligations shall become at once due and payable. Failure to make payment. If Sublessor exercise this option shall be in default in not constitute a waiver of the prompt and full performance of right to exercise the same at any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fulltime.
Appears in 1 contract
Default. 18.1. If Sublessee A. In the event that any of the following shall default in the occur (each, a “Default”):
(i) Tenant shall at any time fail to make any payment of rent Rent (or any portion thereof) or any other payments required of SublesseeTenant hereunder when required, and if Sublessee shall fail to cure said default within seven such failure continues for a period of more than five (75) business days after receipt of written notice, which notice shall not be required more than twice during any twelve-month period, thereafter, the failure to make payment of said default from Sublessor; Rent (or any portion thereof) shall be a Default if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety such failure continues for more than five (905) days or such longer period as after it is due; or
(ii) Tenant shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other covenants and conditions of its promisesthis Lease to be kept, covenantsobserved and performed by Tenant, or agreements contained in this Sublease which and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars receipt of such default or breach of performance notice; provided, however, except for any Default by Tenant of its obligations to maintain insurance under Section 15 or restrictions on transfer in Section 20, that if Tenant commences work to cure the default complained ofand continues to work reasonably diligently to complete same, is such period shall be continued for so long as necessary to cure such default, but in no event more than ninety (90) additional days; or
(iii) this Lease or Tenant’s interest therein shall be taken by execution, attachment or other process of law, or if any execution or attachment shall be issued against Tenant and not vacated within ninety (90) days; then Landlord may do any or all of the following:
(a) At its option, at once, without notice to Tenant or to any other person, terminate this Lease and at its option, require payment in full of the present value of the Rent due for the unexpired term of the Lease, which obligation of Tenant shall survive such termination (and upon such termination, this Lease shall terminate and neither Landlord nor Tenant shall have any further liability to each other hereunder, except for such obligations that are expressly stated to survive the termination hereof);
(b) Enter into the Buildings, and remove Tenant’s property and effects therefrom, and/or take and hold possession thereof, without such entry and/or possession terminating this Lease or releasing Tenant in whole or in part from Tenant’s obligations to pay Rent and perform all its other obligations hereunder for the full Term, and to relet the Buildings or any part or parts thereof, either in the name of or for the account of Landlord or Tenant, for such rent and for such term and terms as Landlord may see fit, which term may at Landlord’s option extend beyond the balance of the Term of this Lease. Except to the extent required under applicable Legal Requirements, Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by the Tenant about such reletting, provided that Landlord shall take commercially reasonable efforts to mitigate its damages hereunder. Tenant shall pay Landlord any deficiency between the Rent hereby reserved and covenanted to be paid and the net amount of the rents collected on such reletting, for the balance of the Term of this Lease, as well as reasonable expenses incurred by Landlord in such reletting, including but not limited to reasonable attorney’s fees, broker fees, the expenses of repairing, and otherwise preparing the same for re-rental (but not for any tenant improvements constructed for use by a specific tenant). All such costs, other than Rent, shall be paid by Tenant upon demand by Landlord. Any deficiency in Rent shall be paid in monthly installments, upon statements rendered by Landlord to Tenant. Any suit brought to collect the amount of the deficiency for any one or more months’ Rent shall not preclude any subsequent suit or suits to collect the deficiency for any subsequent month’s Rent; or
(c) Require that upon any termination of this Lease, whether by lapse of time, the exercise of any option by Landlord to terminate the same, or in any other manner whatsoever, or upon any termination of Tenant’s right to possession without termination of this Lease, the Tenant shall at once surrender possession of the Buildings to the Landlord and immediately vacate the same and remove all effects therefrom, except such as may not be removed under other provisions of this Lease. If Tenant fails to do so, Landlord may forthwith re-enter the Buildings, with or without process of law, and repossess itself thereof as in its former estate and expel and remove Tenant and any other persons and property therefrom, using such force as may be necessary without being deemed guilty of trespass, eviction or forcible entry, without thereby waiving Landlord’s rights to Rent or any other rights given Landlord under this Lease or at law or in equity; and Tenant will pay Landlord, upon demand, the reasonable expenses incurred in such removal and also storage of said effects for any length of time during which the same shall be in Landlord’s possession or in storage, or Landlord may at its option, without, notice sell any or all of said effects in such manner and for such price as the Landlord may deem best and apply the proceeds of such a nature that sale upon any amounts due under this Lease from the same cannot be rectified Tenant to Landlord, including the expenses of removal and sale (which obligation of Tenant shall survive such termination);.
B. No receipt of monies by the Landlord from or cured within such thirty (30 day period, then such default shall be deemed to be rectified for the account of Tenant or cured if Sublessor, within such thirty (30) day periodfrom anyone in possession or occupancy of the Buildings after termination in any way of this Lease or after the giving of any notice, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default reinstate, constitute or extend the term of this Sublease by SublessorLease or affect any notice given to the Tenant prior to the receipt of such money, Sublessee shall be entitled to pursue it being agreed that after the service of notice of the commencement of a suit, Landlord may receive and collect any Rent or other amounts due Landlord and such payment not waive or affect said notice or said suit.
C. Any and all rights and remedies available to Sublessee which Landlord may have under this Lease, at law or in equity, includingshall be cumulative and shall not be deemed inconsistent with each other, without limitationand any two or more or all of said rights and remedies may be exercised at the same time or at different times and from time to time.
D. If Landlord is required to incur expense, either legal, incidental, or consequential, because of a Default by Tenant, the Tenant shall promptly reimburse Landlord for such expense upon being given a written itemization and explanation thereof. The provisions of this Section 17.D shall survive the termination of this Lease.
E. The failure of either party to enforce its rights under this Lease on one or numerous occasions shall not affect such party’s ability to enforce that right of self- help. on any subsequent occasion or occasions.
F. In the event Sublessor fails that a Default shall occur and Landlord elects to terminate this Lease, or upon expiration of this Lease, Tenant shall not be relieved of its duties or obligations under this Lease so long as Tenant remains in possession of the Buildings or any portion thereof.
G. In the event Landlord shall fail to make any payment required of Landlord hereunder when due, and such failure continues for a period of more than five (5) days after receipt of notice, or Landlord shall refuse or fail to perform any of its obligations under this lease for a period of thirty (30) days or more after written notice by Tenant (provided, however, except for any default by Landlord of its obligations to maintain insurance coverage under Section 15, that if Landlord commences work to cure the default within ten (10) days after delivery of and continues to work reasonably diligently to complete same, such notice, Sublessee period shall have the right, but not the obligation, be continued for so long as necessary to cure such default itselfdefault, but in no event more than ninety (90) additional days), Tenant shall be entitled, at Tenant’s election: to (i) terminate this Lease, and the costs bring an action against Landlord for any out-of-pocket cost incurred by Sublessee as a result of such breach, or (ii) maintain this Lease in curing full force and effect and cure such default failure on behalf of Landlord, and Landlord shall promptly reimburse Tenant for such expense upon being given a written itemization and explanation thereof. In addition, Tenant shall be entitled to offset against any Rent due hereunder the Base Rent next coming amount of all sums due until satisfied and payable to Tenant hereunder and under that certain Shared Services Agreement of even date herewith. Landlord’s obligations hereunder shall survive such termination (and upon such termination, this Lease shall terminate and neither Landlord nor Tenant shall have any further liability to each other hereunder, except for such obligations that are expressly stated to survive the termination hereof).
H. In the event of a threatened breach by either party of any material obligation under this Lease, the other party shall (without limiting any of such party’s other rights or remedies hereunder, at law or in fullequity) have the right to enjoin any such threatened breach by injunction.
Appears in 1 contract
Default. 18.1. 22.1 An “Event of Default” shall be deemed to have occurred with respect to an AHG Shareholder if such AHG Shareholder commits a material breach of this Agreement or the Company’s constitutional documents (including the Articles of Association).
22.2 If Sublessee a non-defaulting AHG Shareholder (a “Non-Defaulting AHG Shareholder”) becomes aware of an Event of Default, it shall default promptly provide written notice to the AHG Shareholder who has committed the Event of Default (the “Defaulting AHG Shareholder”) and the Company as soon as reasonably practicable upon becoming aware of such Event of Default.
22.3 As soon as reasonably practicable upon the Company becoming aware that an Event of Default has occurred in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail relation to cure said default within seven an AHG Shareholder (7) business days after including pursuant to receipt of written a notice under Clause 22.2), the Company shall notify each AHG Shareholder in writing and such notice shall also set out the number of said default from Sublessor; or if Sublessee shall default in Default Securities Beneficially Owned by the performance or observance Defaulting AHG Shareholder.
22.4 Upon the occurrence of any other agreement or condition on its part to be performed or observed, an Event of Default and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required for so long as such Event of Default remains unremedied to the Sublessee Company’s reasonable satisfaction:
22.4.1 all rights under this Agreement held by the Defaulting AHG Shareholder shall be diligently pursuing suspended and shall not be exercisable by such cure after receipt of written notice of said default from SublessorDefaulting AHG Shareholder; and
22.4.2 the Defaulting AHG Shareholder shall cease to have any rights to vote or if otherwise give its consent for any person shall levy uponmatter concerning the Group, including any Supermajority Reserved Matter, Reserved Matter or take Sublessee's leasehold interest Liquidity Matter (and where a vote is to be taken on any such Supermajority Reserved Matter, Reserved Matter or any part hereofLiquidity Matter, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings votes attributable to the Securities held by the Defaulting AHG Shareholder shall be commenced by Sublessee disregarded) and the Defaulting Shareholder shall abstain from voting (or an involuntary bankruptcy shall be filed against procuring the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or voting of) any part Voting Shares it beneficially owns on any resolutions of the Sublessee's propertyCompany, (each of the above being a “Default Consequence”).
22.5 If an Event of Default is capable of remedy, the Defaulting AHG Shareholder shall have sixty (60) days (the “Cure Period”) to remedy an Event of Default from the date on which the Defaulting AHG Shareholder first becomes aware of such Event of Default. If the Event of Default is not capable of remedy or is not remedied in the Cure Period, then in any of said casesthe Default Consequences shall continue to apply to such Defaulting AHG Shareholders’ Default Securities, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws including in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case Transfer of such termination, Sublessee will indemnify and pay Default Securities to Sublessor each month, a Non-Defaulting AHG Shareholder or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullThird Party Purchaser.
Appears in 1 contract
Default. 18.1. If Sublessee The occurrence of any of the following events, if not cured within the applicable time permitted for cure below, shall constitute a default in under the payment Lease Agreement:
(a) Failure of rent Lessee to make any of the required payments to Lessor required hereunder when due; or
(b) Failure of Lessee to comply with any other terms, covenants, or other payments conditions required of Sublessee, and if Sublessee shall fail to cure said default within seven Lessee herein; or
(7c) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance Making by Lessee of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an general assignment of its property for the benefit of creditors; filing by or if Sublessee shall file voluntary against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy; appointment of a trustee or if receiver to take possession of substantially all of Lessee’s assxxx xx of Lessee’s intxxxxx in this Lease Agreement; Lessee’s conxxxxxx of a meeting of its creditors or any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed class thereof for the whole purpose of effecting a moratorium upon or composition of its debts; or Lessee’s insxxxxxxy or admission of an inability to pay its debts as they mature; or
(d) Vacation or abandonment by Lessee of thx xxxxed Equipment; or
(e) The levy of any lien, writ of attachment, garnishment, execution or restraint on all or any part portion of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due Lessee’s rigxxx xx interest under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2Lease Agreement. In the case of such termination, Sublessee will indemnify and pay If a receiver is appointed to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining take possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as assets of the Lessee, Lessor may, at its option, terminate Lessee’s rigxx xx possession of the leased Equipment by giving written notice to expenses or rentLessee. The xxxxxd Equipment, provide and any rights of Lessee therein, shall thereupon be surrendered to Lessor and Lxxxxx may take possession thereof immediately. Lessee authoxxxxx Lessor to enter upon any premises of Lessee upon ten (10) days written notice served by first class mail on Lessee for the Sublessee with an itemization purpose of all such items as a condition to taking possession of the Sublessee's obligations to make paymentleased Equipment. If Sublessor Lessee defaults on any of the terms of this Lease Agreement other than by the appointment of a receiver as set forth above, Lessor shall be notify Lessee in default in the prompt and full performance writing of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, and Lessee shall have commenced 15 days to cure such cure and shall continue thereafter with due diligence to cause such cure to be completeddefault. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor If Lessee fails to cure the default within ten (10) 15 days following written notice served via first class mail by Lessor, Lessor shall have a right to immediately repossess the leased Equipment without any further notice to Lessee. Repossession of the leased Equipment by Lessor or the voluntary surrender of the leased Equipment by Lessee shall not affect the right of Lessor to recover from Lessee any and all damages which Lessor incurs by reason of the breach of any of the covenants, terms, or conditions of this Lease Agreement. In the event Lessee defaults on the terms of this Lease Agreement, Lessee shall continue to be responsible to Lessor for all payments required hereunder for the entire duration of the lease term. Lessor shall use its best efforts to recondition the leased Equipment to render it suitable for subsequent rent, lease or sale and to rent, lease or sell the leased Equipment in a timely manner. Lessor may rent, lease or sell the leased Equipment after delivery repossession from Lessee at such rate or amounts as Lessor deems appropriate in its sole discretion. If the leased Equipment is rented, leased or sold following repossession from Lessee, the proceeds therefrom shall be applied to the remaining balance owned by Lessee under the terms of such noticethis Lease Agreement after adding all additional costs and expenses incurred by Lessor to repossess, Sublessee repair and recondition the leased Equipment to render it suitable for subsequent rent, lease or sale. If Lessor repossesses the leased Equipment following default by Lessee, Lessor shall have the rightright to take and retain possession of all personal property of Lessee contained in or on the leased Equipment. Lessor shall have the further right to sell Lessee’s perxxxxx property obtained during repossession of the leased Equipment, but not the obligationwithout further notice to Lessee, to cure such default itself, satisfy any unpaid debt or damages owed to Lessor as a result of Lessee’s brexxx xx this Lease Agreement. All proceeds from a sale of Lessee’s perxxxxx property shall be applied to the amount owed by Lessee to Lexxxx xereunder less any and the all costs incurred by Sublessee Lessor to advertise, auction and/or sell Lessee’s perxxxxx property. This paragraph is not intended or designed to limit or alter, in curing such default any way, the legal rights or remedies of Lessor in the event of a breach by Lessee. All xxxxxs of Lessor set forth in this paragraph are cumulative of existing law and Lessor shall be offset retain the right to pursue any and all legal remedies against the Base Rent next coming due until satisfied in fullLessee to which Lessor is entitled under California or federal law.
Appears in 1 contract
Samples: Lease Agreement
Default. 18.1. If Sublessee (a) The following shall be deemed to be events of default in the payment of rent or other payments required of by Sublessee, and if : (i) Sublessee shall fail to cure said default within seven pay when due any installment of Base Rent or any other charge or assessment against Sublessee pursuant to the terms of this Agreement and such failure shall continue for a period of five (75) business days after receipt of Sublessor's written notice of said default from Sublessorto Sublessee thereof; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if (ii) Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if comply in every respect with any person shall levy uponterm, provision, covenant, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced warranty made under this Agreement by Sublessee or an involuntary bankruptcy and shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if not cure such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid failure within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, Sublessee; provided that if the default complained of, any such failure is of such a not curable by its nature that the same cannot be rectified or cured within such thirty (30 thirty-day period, then Sublessee shall have such additional time as necessary to cure the same; (iii) Sublessee shall fail to comply in any respect with any term, provision, covenant or warranty under the Master Lease, and such failure results in a default of the Master Lease; (iv) Sublessee shall be deemed do, or permit to be rectified done anything which creates a lien upon the Premises which lien is not removed by payment or bond within twenty (20) days after Sublessee receives written notice thereof; or (v) a default under the Affiliated Sublease (as defined in Section 20(h) below) which is not cured if within the applicable cure period.
(b) Upon the occurrence of an aforesaid events of default, Sublessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (i) terminate this Agreement, in which event Sublessee shall immediately surrender the Premises to Sublessor, within and if Sublessee fails to do so, Sublessor may without prejudice to any other remedy which it may have for possession or arrearage in Base Rent, enter upon and take possession of the Premises and expel or remove Sublessee and any other person who may be occupying the Premises or any part thereof, by force, if necessary, as permitted by Georgia law without being liable for prosecution or any claim of damages therefor; Sublessee hereby agreeing to pay to Sublessor on HNZW/481496_11.doc/3583-1 demand the amount of all Base Rent and other charges accrued through the date of termination; (ii) enter upon and take possession of the Premises and expel or remove Sublessee and any other person who may be occupying the Premises or any part thereof, by force, if necessary, as permitted by Georgia law, without being liable for prosecution or any claim of damages thereof and, if Sublessor so elects, relet the Premises on such thirty (30) day periodterms as Sublessor may deem advisable, shall have commenced in its sole discretion, without advertisement, and by private negotiations provided that if Sublessor succeeds in re-letting the Premises and receives the rent therefor, Sublessee hereby agrees to pay to Sublessor the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Term hereof obtained by Sublessor through such cure re-letting, and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any liable for Sublessor's expenses in restoring the Premises and all remedies available costs incident to such re-letting; (iii) enter upon the Premises by force if necessary as permitted by Georgia law, without being liable for prosecution or any claim of damages therefor, and do whatever Sublessee at law or in equity, is obligated to do under the terms of this Agreement; and Sublessee agrees to reimburse Sublessor on demand for any expenses including, without limitation, reasonable attorney's fees which Sublessor may incur in thus effecting compliance with Sublessee's obligations under this Agreement and Sublessee further agrees that Sublessor shall not be liable for any damages resulting to Sublessee from such action.
(c) Notwithstanding any provision hereof, if Lessor delivers to Sublessor written notice of a default under the right Master Lease due to Sublessor having entered into this Sublease without having obtained the consent of self- help. In the event Sublessor fails to cure the Lessor, and such notice of default has not been rescinded by Lessor within ten (10) business days after the later of (1) the receipt thereof by Sublessor and (2) the delivery by Sublessor of such noticesame to Sublessee, Sublessee then Sublessor thereafter shall have the right, but not right to terminate this Agreement immediately by delivery of written notice to Sublessee.
(d) The remedies provided for herein are cumulative and in addition to any other remedy provided by law or at equity. No action taken by or on behalf of Sublessor shall be construed to be an acceptance of a surrender of this Agreement. Forbearance by Sublessor to enforce one or more of the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such remedies herein provided upon an event of default shall not be offset against the Base Rent next coming due until satisfied in fulldeemed or construed to constitute a waiver of such default.
Appears in 1 contract
Default. 18.1. (a) Any of the following events shall constitute a default by Tenant:
(i) If Sublessee the rent (basic or additional) shall default be in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven arrears by more than five (75) business days after receipt of following written notice of said default from SublessorLandlord, in whole or in part; or
(ii) If Tenant shall have failed to perform or if Sublessee shall default in the performance or observance of comply with any other agreement term, condition, or condition covenant of this Lease on its part to be performed or observedcomplied with, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysten (10) days after notice of such failure from Landlord; or
(iii) If the Premises are vacant, unoccupied or if deserted for a receiver, trustee, period of fifteen (15) days or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or more at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), during the term of this Sublease Lease; or
(iv) If there shall terminate. Sublessee hereby expressly waives occur an Act of Bankruptcy, as defined in Section 38 hereof; or
(v) If Tenant's leasehold interest under this Lease is sold under execution, attachment or decree of court to satisfy any and all rights debt of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any causeTenant, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to if any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it lien (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear mechanic's lien) is filed against Tenant's leasehold interest and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default discharged within ten (10) days after delivery thereafter.
(b) In the event of such noticedefault as defined in paragraph (a) hereof, Sublessee Landlord, in addition to any and all legal and equitable remedies it may have, shall have the rightfollowing remedies:
(i) To distrain for any rent or additional rent in default; and (ii) At any time after default, without notice, to declare this Lease terminated and enter the Premises with or without legal process; and in such event Landlord shall have the benefit of all provisions of law now or hereafter in force respecting the speedy recovery of possession from Tenant's holding over or proceedings in forcible entry and detainer, and Tenant waives any and all provisions for notice under such laws. Notwithstanding such reentry and/or termination, Tenant shall immediately be liable to Landlord for the sum of the following: (a) all rent and additional rent then in arrears, without apportionment to the termination date; (b) all other liabilities of Tenant and damages sustained by Landlord as a result of Tenant's default, including, but not limited to, the obligation, to cure reasonable costs of reletting the Premises and any broker's commissions payable as a result thereof; (c) all of Landlord's costs and expenses (including reasonable court fees) in connection with such default itselfand recovery of possession; (d) the difference between the rent reserved under this Lease for the balance of the term and the fair rental value of the Premises for the balance of the term to be determined as of the date of reentry; or at Landlord's option in lieu thereof, Tenant shall pay the amount of the rent and additional rent reserved under this Lease at the times herein stipulated for payment of rent and additional rent for the balance of the term, less any amount received by Landlord during such period from others to whom the Premises may be rented on such terms and conditions and at such rentals as Landlord, in its sole discretion, shall deem proper; and (e) any other damages recoverable by law. In the event Landlord brings any action against Tenant to enforce compliance by Tenant with any covenant or condition of this Lease, including the covenant to pay rent, and the it is judicially determined that Tenant has defaulted in performing or complying with any such covenant or condition, then and in such event, Tenant shall pay to Landlord all costs and expenses incurred by Sublessee Landlord in curing bringing and prosecuting such default action against Tenant, including Landlord's attorney's fees.
(c) In the event Tenant fails to pay Landlord any rental payment or other charge due hereunder by the 5th day of each month of the Lease Term, Tenant shall pay a late charge equal to fifteen percent (15%) of the rental payment or other such charge, which late charge shall be offset against collectible as additional rent and shall be payable by Tenant to Landlord within five (5) days after written notice from Landlord to Tenant assessing the Base Rent next coming same. In addition, any such rental payment or other charge which is delinquent for more than five (5) days following written notice from Landlord shall bear interest from the date on which same was due until satisfied in fullat a rate equal to four percentage points (4%) above the prime rate of interest as published by the Wall Street Journal rate.
Appears in 1 contract
Samples: Lease Agreement (Steelcloud Inc)
Default. 18.1. If Sublessee (a) It is mutually agreed that the following events shall be deemed a “Default” hereunder by Lessee:
(i) Lessee shall default in the payment of rent or other payments required of Sublesseeherein reserved, when due, and if Sublessee shall fail to cure said default within seven ten (710) business days after written notice thereof from Lessor, provided that Lessor shall only be required to give such notice two (2) times during any calendar year, and after the giving of two (2) such notices during any such calendar year by Lessor to Lessee, the failure to make timely any subsequent payment hereunder during such calendar year shall constitute a Default hereunder without further notice of any kind; (ii) Lessee shall be in default in performing any of the terms or provisions of this Lease (other than a provision requiring the payment of rent and other than any of the other events listed as a separate Default in this Section 19), and shall fail to cure such default within thirty (30) days after the date of receipt of written notice of said default from Sublessor; Lessor, or if Sublessee shall such default is by its very nature incapable of being cured in such thirty (30) day period and Lessee has commenced curative measure within such thirty (30) day period and is diligently pursuing the performance or observance same, the failure of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail Lessee to cure said such default within ninety (90) days or such longer period as shall be reasonably required so long as after the Sublessee shall be diligently pursuing such cure after date of receipt of written notice of said default from SublessorLessor; (iii) Lessee files for bankruptcy or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of lawhas a bankruptcy petition filed against it; or if Sublessee shall make (iv) a receiver is appointed for Lessee’s property and such receiver is not removed within sixty (60) days after appointment; (v) Lessee makes an assignment of its property for the benefit of creditors; (vi); (vii) Lessee’s effects should be levied upon or if Sublessee shall file voluntary bankruptcyattached under process against Lessee, not satisfied or dissolved within sixty (60) days after attachment; (viii) failure by Lessee to maintain the insurance required hereunder, and (ix) failure by Lessee to comply in any way with Section 16 or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in Section 18 hereof. In any of said casesevents, Sublessor lawfully Lessor at its option may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediatelyat once, or at any time anytime thereafter, terminate this Lease by written notice to Lessee, whereupon this Lease shall terminate, and without the parties hereto shall have no further notice obligation to each other; provided, however that Lessee shall be obligated to Lessor for (I) all rent, including any additional rent, incurred prior to such termination date, (II) the present value of demandthe difference between (A) the Monthly Rent Payments required under the Lease for the remainder of the Lease Term and (B) market rents for the Premises at the time of termination for such period (discounted at eight percent (8%) per annum), enter into and upon (III) any failure by Lessee to timely turn over the Subleased Premises, Premises or any part hereof to turn it over in the name condition required hereunder, and (IV) all indemnities of Lessee provided for hereunder shall continue. Any notice provided in this Section may be given by Lessor or its attorney. Upon such termination by Lessor, Lessee will at once surrender possession of the wholePremises to Lessor and remove all of Lessee’s effects therefrom and render same broom clean, and hold Lessor may forthwith reenter the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under itrepossess itself thereof, and remove its or their property all persons and effects therefrom, using such force as may be necessary without being taken or deemed to be guilty of any manner of trespass trespass, forcible entry or detainer or other tort.
(b) As an alternative to Lessor’s remedies under Section 19(a) above, Lessor may, without terminating this Lease, reenter the Premises by summary proceedings or Sublessor may send written notice to Sublessee of the termination of this Subleaseotherwise, and upon entry as aforesaid (in any event may dispossess Lessee, removing all persons and property from the Premises and such property may be removed and stored in public warehouse or in elsewhere at the cost of, and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. In the event that Sublessor shall sent of such reentry, Lessor may relet the Premises to Sublessee notice of termination such lessee or lessees for such term or terms as above providedLessor may elect, on the fifth (5th) day next following the date of the sending of the notice)without being obligated to do so, the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any causea reletting shall apply the rent therefrom first to the payment of Lessor’s expenses, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind including attorney’s fees incurred by Sublessor by reason of such terminationLessee’s Default, between the time of termination and the expiration expense of reletting including but not limited to the repairs, renovation or alteration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments sums due from Sublessee Lessee hereunder. Lessee shall remain liable for any deficiency. Such deficiency shall be calculated and paid monthly by Lessee. No such reentry or taking possession of the Premises by Lessor shall be construed as an election on its part to Sublessorterminate this Lease unless a written notice of such intention be given to Lessee or unless the termination thereof be decreed by a court of competent jurisdiction. The Sublessor shallNotwithstanding any such reletting without termination, commensurate with Lessor may at any time thereafter elect to terminate this Lease for such previous Default. In addition, Lessor may, as agent of Lessee, do whatever Lessee is obligated to do by the provisions of this Lease and may enter the Premises, without being liable to prosecution or any claim for damages therefor, in order to accomplish this purpose. Lessee agrees to reimburse Lessor immediately upon demand for payment any expenses which Lessor may incur in thus effecting compliance with this Lease on behalf of any of the above as to expenses or rentLessee, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor and Lessee further agrees that Lessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within liable for any damages resulting to Lessee for such thirty (30 day periodaction, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default unless caused by the negligence of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullLessor.
Appears in 1 contract
Default. 18.1SECTION 1. If Sublessee It is covenanted and agreed that if Tenant shall default be in arrears more than ten (10) days in the payment of rent or other payments required of Sublesseerent, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee Tenant shall be in default in the performance or observance keeping of any of the other agreement covenants, agreements or condition conditions contained in this lease, on its Tenant's part to be performed or observedand kept, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee ten (10) days after notice of such default shall be appointed for the whole or any part of the Sublessee's propertyhave been given to Tenant, then and in any of said casesevents, Sublessor Landlord lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivershipmay, then at Landlord's option, immediately, or at any time thereafterthereafter while such default continues, and without any further notice of demanddemand or notice, terminate this lease and enter into and upon the Subleased Premisespremises, either with or any part hereof in the name without process of the wholelaw, and hold repossess the Subleased Premises as if this Sublease had not been made, same and expel Sublessee and those claiming under it, therefrom and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, the
SECTION 2. It is further covenanted and upon entry as aforesaid (or in the event agreed that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted any such termination or dispossessed reentry, by summary proceedings or otherwise, rents and all other charges required to be paid up to the time of such termination or re-entry shall be paid by Tenant, and Tenant shall also pay to Landlord all expenses which Landlord may incur for restoring the premises to the same condition in which by Section 1 of Article XVIII they are required to be surrendered, and such further expenses which Landlord may reasonably incur in preparing the premises for reletting, but not including the expenses of any alterations. Landlord may, at any time thereafter and from time to time, relet the premises, in whole or in part, for such rental as may then be obtainable, either in Landlord's own name or as agent for Tenant, for a term or terms which, at Landlord's option, may be for the remainder of the then current term of this lease, or for any causelonger or shorter period.
SECTION 3. If this lease be so terminated, Tenant nevertheless covenants and agrees, notwithstanding any termination or re-entry by Landlord, whether by summary proceedings or otherwise, to pay and be liable for, on the days originally fixed herein for payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this lease, become due if this lease had not been terminated, or if Landlord had not re-entered, and whether the premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the term, or for the whole thereof; but, in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee the premises be relet by Landlord, Tenant shall be liable for entitled to a 5% late charge applicable credit in the net amount of rent received by Landlord in reletting after deduction of all expenses and costs incurred or paid in reletting the premises and collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to any amounts due Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the value of the total rent and other benefits which would have accrued to Landlord under this Subleaselease for the remainder of the lease term if the lease provisions had been fully complied with by Tenant, over and above the rental value of the premises for the balance of the term, both discounted to the then value. For the purposes of this provision, it shall be deemed that the percentage rent for any period after any such default and entry by Landlord would have been at a monthly rate thereafter equal to the average monthly percentage rental which are not paid within seven Tenant was obligated to pay to Landlord under this lease in respect to the last five (75) business days from full lease years immediately preceding the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each monthentry, or such other lesser period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term hereof as may have then elapsed.
SECTION 4. Landlord is hereby given a first lien upon all property of this Sublease. Sublessor Tenant which shall reasonably perform its legal obligation to relet come in or be placed upon the premises for such term as and whether acquired by Tenant before or after the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar date hereof to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to secure the payment of rent and all the performance of each and every other payments due from Sublessee covenant herein contained to Sublessorbe performed by Tenant. The Sublessor shallUpon such default, commensurate with any and failure to cure as aforesaid, Landlord without notice or demand for payment may take possession of and sell such property without legal process of any kind, at public or private sale after one publication of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance providedin a daily newspaper published in Portland, howeverOregon, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within less than ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.days
Appears in 1 contract
Samples: Lease Agreement (Gi Joes Inc)
Default. 18.1If BUYER is in default hereunder, or, on or before the date of closing as set forth herein, indicates that BUYER is unable or unwilling to perform and SELLER stands ready to perform SELLER's obligations, SELLER's sole and exclusive remedy shall be the right to terminate this Agreement by written notice to BUYER or BUYER's attorney and retain the down payment as reasonable liquidated damages for BUYER's inability or unwillingness to perform. If Sublessee shall default It is the intention of the parties hereto freely to make advance provision on the date of this Agreement for such event in order (a) to avoid controversy, delay and expense, and (b) to specify now a reasonable amount agreeable to both for compensation to the SELLER for losses which may not be readily ascertainable or quantifiable, such as any of the following which might be necessary to place SELLER in the payment position SELLER would have been in had BUYER made timely performance: costs of rent or other payments required carrying, maintaining, insuring and protecting the property; loss of Sublesseeinterest income on the proceeds; loss of optimum market time, value and if Sublessee shall fail conditions; the uncertainty, delay, expense and inconvenience of finding a substitute buyer; additional commissions, fees, taxes and borrowing expenses to cure said default within seven (7) business days after receipt meet obligations entered into in anticipation of performance. In such event and upon SELLER's written notice of said default from Sublessor; or if Sublessee termination, the Premises shall default in the performance or observance be free of any other agreement claims or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any BUYER therein by virtue of said cases, Sublessor lawfully may upon seven days notice or if such notice this Agreement. In no event shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premisesclosing, or any part hereof in the name of the wholeextension thereof, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass take place later than three (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th3) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days weeks from the date of closing set forth in Paragraph 4 hereof, subject to the notice provisions of default.
18.2Paragraphs 6 and 11. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected event closing has not taken place by the Sublessor against all loss end of rentsaid three (3) week period, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration through no fault of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet non-delaying party, the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default delaying party shall be deemed to be rectified or cured if Sublessorin default. If Seller defaults hereunder, within such thirty (30) day period, Buyer shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee remedies as Buyer shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitationbut not limited to, specific performance. The foregoing notwithstanding, a delay in the right closing through no fault of self- help. In the event Sublessor fails to cure Buyer which results in either the default within ten (10) days after delivery loss of the Buyer’s mortgage commitment or an adverse change in the terms of such notice, Sublessee commitment shall have the right, but not the obligation, entitle Buyer to cure such default itself, rescind this Agreement and the costs incurred Seller shall forthwith refund all sums heretofore paid by Sublessee in curing such default the Buyer on account of the purchase price, whereupon all rights and liabilities of the parties hereto by reason of this Agreement shall be offset against the Base Rent next coming due until satisfied in fullterminate.
Appears in 1 contract
Default. 18.1. 21.1 If Sublessee shall default in the payment Purchaser commits a breach of rent this agreement, fails to comply with any of the provisions hereof, or other payments required commits a breach of Sublesseeany of the provisions of this Agreement, at a time which is critical to the registration procedure and if Sublessee shall fail fails to cure said default remedy that breach within seven 48 (7forty eight) business days hours after receipt of written notification from the Seller, then the Seller shall be entitled to give the Purchaser 7 (seven) days’ notice of said default from Sublessor; in writing to remedy such breach or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observedfailure, and if Sublessee the Purchaser fails to comply with such notice then the Seller shall fail forthwith be entitled, but not obliged, without prejudice to cure said default within ninety (90any other rights or remedies which it may have in law, including the right to claim damages:
21.1.1 to cancel this agreement in which case the Purchaser shall forfeit to the Seller all payments made to the Seller, his agents or the Attorneys under this agreement, including any interest accrued thereon; or
21.1.2 to claim immediate performance and/or payment of all the Purchaser's obligations in terms hereof.
21.2 Should the Purchaser occupy the Section and/or Exclusive Use Area(s), upon cancellation of this agreement for any reason whatsoever, as referred to in clause 21.1 above, the Purchaser shall forthwith vacate the Section and/or Exclusive Use Area(s) days and shall procure that the Section be vacated by any persons who occupy it through the Purchaser's title or such longer period as by his permission, and the Section and/or Exclusive Use Area(s) shall be reasonably required so long redelivered in the same good order and condition as at the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for Occupation Date.
21.3 In the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part event of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed Seller having to be guilty of any manner of trespass (or Sublessor may send written give notice to Sublessee of the termination Purchaser in terms of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws Agreement and/or in the event of Sublessee being evicted or dispossessed for any causethe Seller having to institute legal proceedings against the Purchaser, or in then the event Sublessor terminates this Sublease as provided in this Article. The Sublessee Purchaser shall be liable for a 5% late charge applicable obliged to any amounts due under this Subleasepay all costs incurred thereby, which are not paid within seven including costs on an attorney and own client scale (7) business days from reckoned on the date non-litigious tariff of the notice Law Society of defaultthe Cape of Good Hope or its successors-in-title) and collection commission.
18.2. In 21.4 Should the case Purchaser dispute the Seller’s right to cancel the Agreement, then pending the determination of such terminationthat dispute, Sublessee will indemnify and pay the Purchaser shall be obliged to Sublessor each month, or such other period elected continue payment of all amounts payable by him in terms of this Agreement on the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination due dates thereof and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee Seller shall be entitled to pursue recover and accept those payments without prejudice to the Seller’s claim for cancellation of this Agreement or any and all remedies available to Sublessee at law or in equity, including, without limitation, rights of the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullSeller whatsoever.
Appears in 1 contract
Samples: Sale Agreement
Default. 18.1. If Sublessee shall Should Tenant at any time be in default in the payment of rent hereunder with respect to any rental payments or other payments required of Sublesseecharges payable by Tenant hereunder, and if Sublessee shall fail to cure said should such default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged continue for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven thirty (30) days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send after written notice from Landlord to Sublessee of the termination of this Sublease, and upon entry as aforesaid (Tenant; or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall should Tenant be in default in the prompt and full performance of any other of its promises, covenants, covenants or agreements herein contained in this Sublease and should such default in or breach of performance continues continue for more than a reasonable time [in no event to exceed thirty (30) days days] after written notice thereof from Sublessee to Sublessor Landlord Tenant specifying the particulars of such default or breach of performance performance; or should Tenant vacate or abandon the Premises; then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and in addition to any or all other rights or remedies of Landlord hereunder by the law provided, howeverit shall be, at the option of Landlord, without further notice or demand of any kind to Tenant or any other person.
A. In the event Tenant abandons or vacates the premises, the Landlord has the right declare the term hereof ended and to re-enter the Premises and take possession thereof and remove all persons therefrom, and Tenant shall have no further claim thereon or thereunder; or
B. The right of Landlord without declaring this Lease ended to re-enter the Premises and occupy the whole or any part thereof for and on account of Tenant and to collect said rent that may thereafter become payable to:
C. The right of Landlord, even though it may have re-entered the Premises, to thereafter elect to terminate this Lease and all the rights of Tenant in or to the Premises. Should Landlord have re-entered the Premises under the provisions of Paragraph 17.1B above, Landlord shall not be deemed to have terminated this Lease, or the liability of Tenant to pay rent thereafter to accrue, or its liability for damages under any of the provisions hereof, by any such re-entry, by any action in unlawful detainer, or otherwise, to obtain possession of the Premises, unless Landlord shall have notified Tenant in writing that it has so elected to terminate this Lease and Tenant further covenants that the service by Landlord of any notice pursuant to the unlawful detainer statutes of the State of California and the surrender of possession pursuant to such notice shall not (unless Landlord elects to the contrary at the time of or at any time subsequent to serving of such notices and such election be evidenced by a written notice to Tenant) be deemed to be a termination of this Lease. In the event of any entry or taking possession of the Premises as aforesaid, Landlord shall have the right, but not the obligation, to remove therefrom all or any part of the personal property located therein and may place the same in storage at a public warehouse at the expense and risk of the owner or owners thereof. Should Landlord elect to terminate this Lease under the provisions of Paragraph 00.xX or 17.1C above, Landlord may recover from Tenant as damages:
(i) The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus
(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus
(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenants failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom including, but not limited to any costs or expenses incurred by Landlord maintaining or preserving the Premises after such default, in preparing the Premises for reletting to a new tenant, any repairs or alterations to the Premises for such reletting leasing commissions, or any other costs necessary or appropriate to relet the Premises.
(v) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. As used in subparagraphs (i) and (ii) above, the "worth at the time of award" is computed by allowing interest at the maximum legal rate. As used in subparagraph (iii) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). For all purposes of this Section 17, the term "rent" shall be deemed to be the Minimum Annual Rental and all other sums required to be paid by Tenant pursuant to the terms of this Lease. All such sums, other than the Minimum Annual Rental, shall be computed on the basis of the average monthly amount thereof accruing during the immediately preceding twenty four (24) month period except that if it becomes necessary to compute such rental before such a twenty four (24) mont period has occurred then on the basis of the average monthly amount thereof accruing during such shorter period. In the event of default, all of Tenant's fixtures, equipment, improvements, additions, alterations, and other personal property, shall remain on the Premises and in that event, and continuing during the length of said default, Landlord shall have the right to take the exclusive possession of same and to use same, rent or charge free, until all defaults are cured or, at its option, at any time during the term of this Lease, to require Tenant to forthwith remove same. Notwithstanding any other provisions of this section, Landlord agrees that if the default complained of, other than for payment of monies, is of such a nature that the same cannot be rectified or cured within such the thirty (30 30) day periodperiod requiring such rectification or curing as specified in the written notice relating thereto, then such default shall be deemed to be rectified or cured if Sublessor, Tenant within such period of thirty (30) day period, days shall have commenced such cure commended the rectification and during thereof and shall continue thereafter with all due diligence to cause such cure rectification and curing and does so complete the same with the use of such diligence as aforesaid. The remedies given to Landlord in this Section 17 shall be in addition and supplemental to all other rights or remedies which Landlord may have under the laws then in force. The waiver by Landlord of any breach of any term, covenant condition herein contained shall not be deemed to be completeda waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant, or condition herein contained. Upon The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any default preceding breach by Tenant of any term, covenant or condition of this Sublease by SublessorLease, Sublessee other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breath at the time of acceptance of such rent. No covenant, term, or condition of Lease shall be entitled deemed to pursue any and all remedies available to Sublessee at law or have been waived by Land1ord, unless such waiver be in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred writing by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullLandlord.
Appears in 1 contract
Samples: Lease Agreement (Network Holdings International Inc)
Default. 18.1. If Sublessee shall the Tenant is in default in the payment of rent any money, whether hereby expressly reserved or other payments required of Sublesseedeemed as rent, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's propertyrent, then and such default continues following any specific due date on which the Tenant is to make such payment, or in any the absence of said casessuch specific due date, Sublessor lawfully for the __10____ days following written notice by the Landlord requiring the Tenant to pay the same then, at the option of the Landlord, this Lease may be terminated upon seven __10____ days notice or if such notice shall adversely affect and the rights of the Sublessor in any bankruptcy or receivership, term will then immediately, or at any time thereafterimmediately become forfeited and void, and the Landlord may without further notice or any form of demand, enter into and upon legal process immediately reenter the Subleased Premises, Premises or any part hereof of the Premises and in the name of the wholewhole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. Unless otherwise provided for in this Lease, if the Tenant does not observe, perform and hold keep each and every of the Subleased Premises as if non-monetary covenants, agreements, stipulations, obligations, conditions and other provisions of this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed Lease to be guilty of any manner of trespass (or Sublessor may send observed, performed and kept by the Tenant and persists in such default, after __10____ days following written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of Landlord requiring that the notice of default.
18.2. In Tenant remedy, correct or comply or, in the case of such terminationdefault which would reasonably require more than __10____ days to rectify, Sublessee unless the Tenant will indemnify commence rectification within the said __10____ days notice period and pay thereafter promptly and diligently and continuously proceed with the rectification of any such defaults then, at the option of the Landlord, this Lease may be terminated upon __10____ days notice and the term will then immediately become forfeited and void, and the Landlord may without further notice or any form of legal process immediately reenter the Premises or any part of the Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to Sublessor each monththe contrary notwithstanding. If and whenever: the Tenant's leasehold interest hereunder, or such any goods, chattels or equipment of the Tenant located in the Premises will be taken or seized in execution or attachment, or if any writ of execution will issue against the Tenant or the Tenant will become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any legislation that may be in force for bankrupt or insolvent debtor or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver will be appointed for the affairs, business, property or revenues of the Tenant; or the Tenant fails to commence, diligently pursue and complete the Tenant's work to be performed under any agreement to lease pertaining to the Premises or vacate or abandon the Premises, or fail or cease to operate or otherwise cease to conduct business from the Premises, or use or permit or suffer the use of the Premises for any purpose other period elected than as permitted in this clause, or make a bulk sale of its goods and assets which has not been consented to by the Sublessor against all loss Landlord, or move or commence, attempt or threaten to move its goods, chattels and equipment out of rentthe Premises other than in the routine course of its business; then, and all costsin each such case, expenses at the option of the Landlord, this Lease may be terminated without notice and the term will then immediately become forfeited and void, and the Landlord may without notice or any kind incurred by Sublessor by reason form of such terminationlegal process immediately reenter the Premises or any part of the Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding. In the event that the Landlord has terminated the Lease pursuant to this section, between the time of termination and on the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default time fixed in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have if any, this Lease and the right, but not the obligation, to cure such default itselftitle, and interest of the costs incurred by Sublessee Tenant under this Lease will terminate in curing such default shall be offset against the Base Rent next coming due until satisfied same manner and with the same force and effect, except as to the Tenant's liability, as if the date fixed in fullthe notice of cancellation and termination were the end of the Lease.
Appears in 1 contract
Samples: Commercial Lease Agreement
Default. 18.1. If Sublessee shall default in the payment Lessee:
(a) Shall fail to pay to the Lessor any installment of rent or other payments required of SublesseeRent due, and if Sublessee such default shall fail to cure said default within seven continue for ten (710) business days after receipt of written notice of said default from Sublessorthe Lessor thereafter; or if Sublessee shall default in the performance or observance of or
(b) Shall fail to comply with any other agreement covenant or condition obligation on its part to be performed or observed, hereunder and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after receipt by the Lessee from the Lessor of written notice thereof from Sublessee to Sublessor specifying the particulars nature of such default, either to cure such default or breach in good faith and with reasonable diligence to commence curing such default; or
(c) Shall be adjudged to be bankrupt or shall make an assignment for the benefit of performance providedcreditors, howeveror if a receiver any of the property of the Lessee in or upon the Premises be appointed in any action (accept a stockholder dispute), that suit or proceedings by or against the Lessee, voluntarily or involuntarily and if the default complained ofsaid bankruptcy, assignment or receivership is of such a nature that the same cannot be rectified or cured dismissed within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day perioddays, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default or if the interest of this Sublease by Sublessor, Sublessee the Lessee in the Premises shall be entitled to pursue any sold under execution or other legal process, voluntarily or involuntarily; or
(d) If Lessee, before the expiration of the Term and all remedies available to Sublessee at law without the prior written consent of the Lessor, vacates the Premises or abandons the possession thereof, or uses the Premises for purposes other than the purposes for which the Premises are hereby leased;
(e) If an execution or other legal process is levied upon the goods, furniture, effects or other property of Lessee brought on the Premises, or upon the interest of Lessee in equitythis Lease, including, without limitation, and the right of self- help. levy is not satisfied or dismissed within twenty (20) days from the levy; In the event Sublessor fails to cure of any default or breach by the default within ten (10) days after delivery of such noticeLessee as specified herein, Sublessee the Lessor shall have the right, but not at the obligationoption of Lessor, to cure terminate this Lease on three (3) days prior notice to Lessee, and to thereupon re-enter and take possession of the Premises with or without legal process. In the event of any such default itselfor breach, Lessor shall have the right, at its option, from time to time, without terminating this Lease, to re-enter and re-let the Premises, or any part thereof, with or without legal process, as the agent and for the account of Lessee upon such terms and conditions as Lessor may deem advisable or satisfactory, in which event the rents received on such re-letting and collection, including necessary repairs, renovations and alterations of the Premises, cleaning expenses, reasonable attorneys’ fees and any real estate commissions shall accrue as additional Rent due Lessor hereunder. If a sufficient sum shall not be thus realized or secured to pay such sums and other charges, Lessee shall pay Lessor any deficiency monthly even though Lessor may have received rental in excess of the Rent stipulated in this Lease in previous or subsequent months, and the costs incurred by Sublessee in curing Lessor may bring an action therefore as such default monthly deficiency shall arise. Nothing herein, however, shall be offset against construed to require Lessor to pay Lessee any surplus of any sums received by Lessor on a re-letting of the Base Premises in excess of the Rent next coming due until satisfied provided in fullthis Lease. Lessor agrees to act in good faith in connection with mitigating any damages suffered by Lessor after a default or breach of this Lease by Lessee.
Appears in 1 contract
Samples: Lease Agreement (Salient Surgical Technologies, Inc.)
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. A. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment occurrence of any of the above as following shall constitute a material default and breach of this Lease by Lessee:
(i) A failure by Lessee to expenses pay the Rent reserved herein, or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promisespayment required to be made by Lessee hereunder, covenants, or agreements contained in this Sublease and where such default in performance failure continues for more than ten (10) days after written notice thereof. Any Rent payable to Lessor which is not paid when due shall bear interest at the Late Rate until paid;
(ii) A failure by Lessee to observe and perform any other provisions or covenants of this Lease or the Parking Lease to be observed or performed by Lessee, where such failure continues for thirty (30) days after written notice thereof from Sublessee Lessor to Sublessor specifying the particulars of such default or breach of performance Lessee provided, however, that if the nature of the default complained of, is of such a nature that the same cannot reasonably be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, Lessee shall have commenced not be deemed to be in default if Lessee shall within such period commence such cure and thereafter diligently prosecute the same to completion;
(iii) The making by Lessee of any assignment for the benefit of creditors; the adjudication that Lessee is bankrupt or insolvent; the filing by or against Lessee of a petition to have Lessee adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy; the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located in the Building or of Lessee's interest in this Lease; or the attachment, execution or levy against, or other judicial seizure of, substantially all of Lessee's assets located in the Building or of Lessee's interest in this Lease.
X. Xxxxxx shall continue thereafter with due diligence to cause such cure not be deemed to be completed. Upon in default in the performance of any default of this Sublease obligation required to be performed by Sublessor, Sublessee shall be entitled Lessor hereunder unless and until it has failed to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default perform such obligation within ten thirty (1030) days after delivery written notice thereof from Lessee to Lessor; provided, however, that if the nature of Lessor's obligation is such noticethat more than thirty (30) days are required for its performance, Sublessee then Lessor shall have not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the right, but not the obligation, same to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullcompletion.
Appears in 1 contract
Samples: Lease (Ansaldo Signal Nv)
Default. 18.1. If Sublessee one or more of the following events (“defaults”) shall default happen and be continuing, namely:
(a) Default shall be made in the punctual payment by Tenant of rent any Rent, or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part monetary payment to be performed paid or observed, and if Sublessee shall fail to cure said default within ninety due by Tenant under this Lease after three (903) days notice;
(b) Tenant files a petition in bankruptcy or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; asks for any relief under federal bankruptcy law or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make makes an assignment of its property for the benefit of creditors; ;
(c) An attachment or if Sublessee shall file voluntary bankruptcy; execution is levied on Tenant’s property in or if any interest under this Lease, which is not satisfied or released or the enforcement stayed or superseded by an appropriate proceeding within sixty (60) days;
(d) An involuntary petition in bankruptcy or insolvency proceedings shall be commenced by Sublessee for reorganization or an involuntary arrangement under federal bankruptcy shall be law is filed against Tenant and such involuntary petition is not withdrawn, dismissed, stayed or discharged within sixty (60) days from the Sublessee which remains undischarged for a period of 60 days, filing;
(e) A receiver or if a receiver, trustee, or assignee shall be trustee is appointed for the whole property of Tenant or Tenant’s business or assets and the order or decree appointing such receiver or trustee shall have remained in force undischarged or unstayed for sixty (60) days after the entry of such order or decree; or
(f) Tenant shall fail to perform or observe any part of the Sublessee's propertyother covenant, then in any of said cases, Sublessor lawfully may upon seven days notice agreement or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed condition to be guilty of any manner of trespass (performed or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected kept by the Sublessor against all loss of rent, Tenant under the terms and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement provisions of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues failure shall continue for more than thirty (30) days after written notice thereof from Sublessee has been given to Sublessor specifying the particulars of such default or breach of performance providedTenant by Landlord, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default unless Tenant shall be deemed to be rectified or cured if Sublessor, have commenced corrective action within such thirty (30) day period, days and diligently completes the same within ninety (90) days; then and in any such event Landlord shall have commenced the right at any time while such default or defaults shall continue, to elect either (1) to cure such default or defaults at its own expense and shall continue thereafter without prejudice to any other remedies which it might otherwise have, any payment made or expenses incurred by Landlord in curing such default with due diligence to cause such cure interest thereon at prime plus two percent per annum to be completedand become additional rent to be paid by Tenant to Landlord immediately on demand, or (2) to re-enter the Leased Property, with reasonable notice, and dispossess Tenant and anyone claiming under Tenant by summary proceedings or otherwise, and remove their effects, and take complete possession of the Leased Property and either (i) declare this Lease forfeited and the Term ended, or (ii) elect to continue this Lease in full force and effect, but with the right at any time to declare this Lease forfeited and the Term ended. Upon any default of In such re-entry the Landlord may remove all persons from the Leased Property, and Tenant covenants in such event, for itself and all others occupying the Leased Property under Tenant, to peacefully yield up and surrender the Leased Property to the Landlord. Should Landlord declare this Sublease by SublessorLease forfeited and the Term ended, Sublessee Landlord shall be entitled to pursue any recover from Tenant the Rent, and all remedies other sums due and owing by Tenant to the date of such termination plus the costs of curing all of the Tenant’s defaults existing at or prior to the date of termination, plus the worth as of the termination of the Lease of an amount equal to the then value of the excess, if any, of the aggregate of Base Rent and additional rent reserved in this Lease for the balance of the Term over the then reasonable rental value of the Leased Property for the balance of the Term. If Landlord, following a default, elects to continue this Lease in full force, Landlord shall use reasonable efforts to rent the Leased Property on the best terms available for the remainder of the Term, or for such longer or shorter period as Landlord deems advisable. Tenant shall remain liable for payment of all rentals and other charges and costs imposed on Tenant, in the amounts, at the time, and upon the conditions as provided in this Lease, but Landlord shall credit against such liability of the Tenant all amounts received by Landlord from such reletting after first reimbursing Landlord for all costs incurred in curing Tenant’s defaults and in re-entering, preparing and refinishing the Leased Property for reletting, and reletting the Leased Property. No re-entry by Landlord or any action brought by Landlord to remove Tenant from the Leased Property shall operate to terminate this Lease unless Landlord shall give written notice of termination to Tenant, in which event Tenant’s liability shall be as above provided. No right or remedy granted to Landlord is intended to be exclusive of any other right or remedy under this Lease or now or later existing in law, equity, or statute. In addition to any other remedy available to Sublessee at Landlord by law or in equityunder this Lease, including, without limitation, the right a late fee of self- help. In the event Sublessor fails to cure the default within ten Two Hundred Twenty-five and No/100 (10$225.00) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default Dollars shall be offset against paid if any Rent is not received by Landlord on or before the Base Rent next coming due until satisfied in fullfifth (5th) day of the month.
Appears in 1 contract
Samples: Lease (Ault Inc)
Default. 18.1. If Sublessee In the event that:
(a) The LESSEE shall default in the payment of any installment of rent or other payments required of Sublessee, sum herein specified and if Sublessee such default shall fail to cure said default within seven continue for ten (710) business days after receipt of written notice of said default from Sublessorthereof; or if Sublessee or
(b) The LESSEE shall default in the performance observance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promisesthe LESSEE’s Covenants, covenantsagreements, or agreements contained in this Sublease obligations hereunder and such default in performance continues for more than shall not be corrected within thirty (30) days after written notice thereof from Sublessee thereof; or
(c) The LEESEE shall be declared bankrupt or insolvent according to Sublessor specifying law, or, if any assignment shall be made of LESSEE’s property for the particulars benefit of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day periodcreditors, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee LESSOR shall have the rightright thereafter, while such default continues, to re-enter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE’s effects, without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnify the LESSOR against all loss of rent and other payments which the LESSOR may incur by reason of such termination during the residue of the term. If the LESSEE shall default, after reasonably notice thereof, in the observance or performance of any conditions or covenants on LESSEE’s part to be observed or performed under or by virtue of any of the provisions in any article of his lease, the LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to, reasonable attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations insured, with interest at the obligationrate of 18 percent per annum and costs, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against paid to the Base Rent next coming due until satisfied in fullLESSOR by the LESSEE as additional rent.
Appears in 1 contract
Samples: Commerce Lease (Theragenics Corp)
Default. 18.1. If Sublessee shall 18.1 In the event of default at any time by Lessee in the payment of the monthly installments of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysother covenants and obligations herein contained, or if a receiveror, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination Lessee defaults in its Repayment Obligation as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws described in the event of Sublessee being evicted or dispossessed for any causeAmended Employee Agreement dated June 13, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease 2016 and such default in performance continues for more than is not cured within thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars default is given by City (Lessor) to Company (Lessee), or in the case of non-pecuniary default incapable of being cured within 30 days, not cured within ninety (90) days of such default or breach of performance providednotice, however, that if the default complained of, is of such a nature provided that the cure is commenced within thi1ty days and diligently pursued, then, in such event, Lessor shall have the right to either:
a. Terminate this Lease and reenter and take possession of the Leased Premises;
b. Pursue any remedy whatsoever provided by law; and/or
c. Re-enter and take possession of the Leased Premises and use its best efforts to relet the same cannot be rectified for and on account of Lessee for the then full remaining portion of the unexpired Term of this Lease or cured within such thirty (30 day for any shorter period, then and to collect and receive payment of rent therefor, but no such default re-entry or re-letting shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default construed as a termination of this Sublease Lease or as a release of Lessee from Lessee's obligation to pay monthly rent provided for in this Lease, or from Lessee's obligation to perform any other covenant herein contained. It expressly being understood and agreed that in the event of any such re-entry or re-letting by SublessorLessor such re-entry or re-letting shall not operate to tern1inate this Lease or alter the obligation of Lessee to perform its covenants and to pay monthly rent pursuant to the tern1s hereof unless Lessor expressly so elects pursuant to paragraph 18.l (a) above. Lessor shall in no way be responsible or liable for any failure to re-let the Leased Premises, Sublessee shall be entitled or any part thereof, or for any failure to pursue collect any rent due upon such re-letting. No notice from lessor hereunder or under a forcible entry and all remedies available detainer statute or similar law constitutes an election by Lessor to Sublessee at law or in equity, including, without limitation, terminate this Lease unless such notice specifically so states. Lessor reserves the right of self- helpfollowing any such re entry and/or reletting to exercise its right to terminate this Lease. In Lessor further reserves the event Sublessor fails right to cure the default within ten (10) days after delivery of such noticeon Xxxxxx's behalf and at Xxxxxx's expense, Sublessee shall have the rightin which event, but not the obligationall costs, to cure such default itself, expenses and the costs reasonable attorney's fees incurred by Sublessee Lessor in curing such the default shall be offset against together with interest thereon at the Base Rent next coming due until satisfied in full.rate of ten
Appears in 1 contract
Samples: Lease Agreement
Default. 18.1. If Sublessee The occurrence of any one of the following events shall constitute an event of default by LESSEE:
i) A default by LESSEE in the payment of rent or other payments required any amount due hereunder as and when the same shall become due and the continuance of Sublessee, and if Sublessee shall fail to cure said such default within seven for a period of more than twenty (720) business days after following Maker’s receipt of written notice of said such default from Sublessorrequiring the same to be cured; or if Sublessee shall or
ii) A default by LESSEE in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for material obligations under this Lease and the benefit continuance of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged such default for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after following Maker’s receipt of written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance requiring the same to be cured; provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such more than thirty (30 day period3) days are reasonably required in order to cure any such default, then such no default shall be deemed to be rectified or cured if Sublessor, have occurred so long as the curing of such default is commenced by LESSEE within such thirty (30) day periodperiod and LESSEE thereafter diligently prosecutes the curing of such default to completion; or
iii) Whenever an involuntary petition shall be filed against LESSEE under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import, or a receiver of LESSEE , or for the property of LESSEE, shall have commenced be appointed without the acquiescence of LESSEE and such cure and situation under this section 10a-3 shall continue thereafter with due diligence to cause such cure to be completed. Upon and remain undischarged or unstayed for an aggregate period of thirty (30) days; or
iv) Whenever LESSEE shall make an assignment of the property of LESSEE for the benefit of creditors or shall file voluntary petition under any default bankruptcy or insolvency law, or whenever any court of this Sublease competent jurisdiction shall approve a petition filed by Sublessor, Sublessee shall be entitled to pursue LESSEE under the arrangement provisions of the United States Bankruptcy Act or under the provisions of any and all remedies available to Sublessee at law of like import; or
v) The abandonment of the EQUIPMENT by LESSEE or in equity, including, without limitation, the right discontinuance of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery operation of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred EQUIPMENT by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullLESSEE.
Appears in 1 contract
Samples: Lease Agreement (Virtra Systems Inc)
Default. 18.1. If Sublessee (a) In the event that Subtenant shall default in the payment of rent Annual Fixed Rent, Additional Rent or any other payments required of Sublesseecharge payable hereunder, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement of the terms, conditions and covenants of this Sublease, Sublandlord, in addition to and not in limitation of any rights otherwise available to it, shall have the same rights and remedies with respect to such default as are provided to Landlord under the Lease with respect to defaults by Sublandlord as Tenant thereunder, with the same force and effect as though all such provisions relating to any such default or condition on its part to be performed or observeddefaults were set forth herein in their entirety, and if Sublessee Subtenant shall fail have all of the obligations of the Tenant under the Lease with respect to cure said such default within ninety or defaults.
(90b) days or such longer period as shall be reasonably required so long as In the Sublessee shall be diligently pursuing such cure after receipt event of written notice a default by Subtenant in the performance of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property non-monetary obligations hereunder, Sublandlord may, at its option, and without waiving any other remedies for the benefit of creditors; such default herein or if Sublessee shall file voluntary bankruptcy; at law or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part incorporation by reference of the Sublessee's propertyLease provided, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send give written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event Subtenant that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any causeif such default is not cured, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Subleasecure not commenced, which are not paid within seven twenty (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (3020) days after written notice thereof from Sublessee to Sublessor specifying the particulars receipt of such notice by Subtenant, and if so commenced is not thereafter pursued diligently to completion, Sublandlord may cure such default for the account of Subtenant, and any amount paid or breach incurred by Sublandlord in so doing shall be deemed paid or incurred for the account of performance Subtenant and Subtenant agrees promptly to reimburse Sublandlord therefor and save Sublandlord harmless therefrom; provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then Sublandlord may cure any such default shall be deemed as aforesaid prior to be rectified the expiration of any waiting period if reasonably necessary to protect Sublandlord's interest under the Lease or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure prevent injury or damage to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law persons or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullproperty.
Appears in 1 contract
Samples: Sublease Agreement (Sonicwall Inc)
Default. 18.1. If Sublessee shall default The Tenant covenants with the Landlord that:
(a) in the payment event of rent a breach, non‑observance or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance non‑performance of any other agreement covenant, agreement, stipulation, proviso, condition, rule or condition regulation herein contained on its the part of the Tenant to be kept, performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty fifteen (3015) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default Tenant by the Landlord, or
(b) notwithstanding the foregoing, if any Rent whether demanded or breach of performance providednot, howeveris not paid when due, that or
(c) if the default complained ofPremises shall be vacated or remain unoccupied by fifteen (15) business days, or
(d) if the Term shall be taken in execution or attachment for any cause whatsoever, or
(e) if the Premises shall be used for any purpose not permitted hereunder without the written consent of the Landlord, (Each an “Event of Default”) and if such Event of Default except for payment of Rent when no noticed is of such a nature that needed, has not been cured by the same cannot be rectified or cured Tenant within such thirty fifteen (30 day period15) days after written notice thereof to the Tenant by the Landlord, then and in any such default shall be deemed case and in addition to be rectified any other remedy now or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee hereafter provided under the terms hereof or at law or in equity:
(i) the Landlord may re-enter and take possession of the Premises or any part thereof in the name of the whole and have again, includingrepossess and enjoy the Premises in the Landlord's former estate, without limitationanything herein to the contrary notwithstanding, as though the right Tenant were holding over after the expiration of self- help. In the event Sublessor fails Term; and the Term shall, at the option of the Landlord, forthwith become forfeited and determined; and any obligations of the Tenant accruing hereunder prior to cure the default within ten (10) days after delivery date of such noticere-entry and termination shall not be affected or in any way limited by such re-entry and termination but shall survive and the Tenant shall save harmless and indemnify the Landlord from any and all loss, Sublessee costs, damages, claims and expenses which the Landlord may suffer or incur by reason of such termination of this Lease notwithstanding such termination;
(ii) the Landlord may re-let the Premises or any part thereof from time to time as the Tenant's agent and on the Tenant's account and in the Tenant's name, as the Tenant's agent, and for that purpose may enter the Premises or any part thereof in the name of the whole but without terminating this Lease upon given the Tenant written notice of the Landlord's intent to re-let the Premises under this subarticle (ii); and the Landlord shall have apply the rightproceeds of such sale and any rent derived from re-letting the Premises, but not after deducting its costs of conducting such sale and its costs of re-letting, on account of the obligation, to cure such default itselfRent under this Lease, and the costs incurred by Sublessee in curing such default Tenant shall be offset against liable to the Base Landlord for the deficiency, if any.
(iii) the Tenant covenants and agrees that the failure by the Tenant to pay to the Landlord the amount of any Goods and Services Tax owing by the Tenant to the Landlord when due hereunder, shall constitute a default by the Tenant under this Lease and will entitle the Landlord to exercise any and all rights and remedies available to the Landlord for the recovery of Rent next coming due until satisfied in fullarrears. The Tenant further covenants and agrees that if the Goods and Services Tax is not enacted as proposed or it is amended in such a manner that it imposes any additional financial obligations on the Landlord, the Tenant shall forthwith pay to the Landlord for all such additional financial obligations and the Tenant agrees to execute such agreements and documents as the Landlord may reasonably require in order to ensure that such additional financial obligations will be paid by the Tenant.
Appears in 1 contract
Default. 18.1. (1) If Sublessee Lessee shall default in the payment of rent or other payments ------- payment required of Sublessee, Lessee and if Sublessee shall fail to cure said default within seven Fifteen (715) business days after receipt of written notice of said default from Sublessor; Lessor, or (2) if Sublessee Lessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, observed and if Sublessee Lessee shall fail to cure said default within ninety Fifteen (9015) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; Lessor (or if said default shall require longer than Fifteen (15) days after receipt of notice thereof and to prosecute the curing of the same to completion with due diligence) or (3) if any person shall levy upon, or take Sublessee's this leasehold interest or any part hereof, thereof upon execution, attachment, attachment or their other process of law; , or (4) if Sublessee Lessee shall make an assignment of its property for the benefit of creditors; , or (5) if Sublessee Lessee shall file voluntary bankruptcy; be declared bankrupt or insolvent according to law, or (6) if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysLessee, or (7) if a receiver, trustee, trustee or assignee shall be appointed for the whole or any part of the SublesseeLessee's property, property then in any of said cases, Sublessor Lessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, thereafter and without any further notice of or demand, enter into and upon the Subleased Premises, demised premises or any part hereof thereof in the name of the whole, by force or otherwise, and hold the Subleased Premises demised premises as if this Sublease Lease had not been made, and expel Sublessee Lessee and those claiming under it, it and remove its or their property (forcibly, if necessary) without being taken or deemed to be guilty of any manner of trespass (or Sublessor Lessor may send written notice to Sublessee Lessee of the termination of the term of this SubleaseLease), and upon entry as aforesaid (or in the event that Sublessor Lessor shall sent send to Sublessee Lessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease Lease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 1 contract
Default. 18.1. If Sublessee (a) Each of the following shall default in the payment constitute an "Event of rent Default":
(i) The Base Rent or other any money payments required of Sublesseedue hereunder, and if Sublessee shall fail including but not limited to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observedtaxes, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereofthereof, upon execution, attachmentshall remain unpaid after the same becomes due for a period of ten (10) days after notice from Lessor to Lessee; or
(ii) The entry of an order for relief by a court having jurisdiction in a case under the Bankruptcy Code in which Lessee is a debtor, or their process of any other similar order is entered under applicable state law; , if such decree or if Sublessee order shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains have remained undischarged for a period of 60 sixty (60) days, ; or if a receiver, trustee, decree or order of court shall have been entered for the appointment of a receiver or liquidator or a trustee or assignee shall be appointed in bankruptcy or insolvency of the Lessee or its property or for the winding up or liquidation of its affairs; or Lessee shall file a petition under the Bankruptcy Code seeking an order for relief or shall make an assignment for the benefit of Lessee's creditors or admit in writing Lessee's inability to pay the debts of Lessee generally as they become due; or the sale of Lessee's interest in the Leased Premises under attachment, execution or similar legal process; or
(iii) Lessee shall fail to fulfill or perform, in whole or any part of the Sublessee's propertyin part, then in any of said cases, Sublessor lawfully may upon seven days notice its non-monetary obligations under this Lease and such failure or if such notice nonperformance shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable continue for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date period of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee Lessor to Sublessor specifying the particulars of such default or breach of performance provided, however, Lessee; provided that if the default complained of, is of Lessee commences to correct any such a nature that the same cannot be rectified failure or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, nonperformance within such thirty (30) day periodperiod and thereafter diligently endeavors to correct same to completion, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee thirty (30) day period shall be entitled automatically extended by the amount of time reasonably necessary to pursue so complete the correction.
(b) Upon the occurrence of any and all remedies available to Sublessee at law or in equityEvent of Default, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee Lessor shall have the right, but not right (in addition to all other rights and remedies at law and in equity) to do any one or more of the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.following:
Appears in 1 contract
Default. 18.1. A. Any one and all of the following events shall constitute an Event or Default.
i. If Sublessee shall default Lessee files a petition in the payment of rent bankruptcy or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; insolvency or if Sublessee shall default in the performance for reorganization under any bankruptcy act or observance voluntarily takes advantage of any other agreement such act or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make makes an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if ;
ii. If involuntary proceedings under any bankruptcy law, insolvency or insolvency proceedings receivership action shall be commenced by Sublessee or an involuntary bankruptcy shall be filed instituted against the Sublessee which remains undischarged for a period of 60 days, Lessee or if a receiver, trustee, receiver or assignee trustee shall be appointed for the whole all or any part substantially all of the Sublessee's propertyproperty of Lessee, then in any of said cases, Sublessor lawfully may upon seven days notice or if and such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediatelyproceedings are not dismissed, or at any time thereafterthe receivership or trusteeship vacated, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery the institution or appointment;
iii. If Lessee fails to pay rentals to the Lessor or fails to pay any other charges when due, and does not make the payment within five (5) days after written notice thereof. For the purposes hereof, such other charges shall constitute additional rentals;
iv. If Lessee fails to fully perform and comply with all conditions of Lease Agreement and such failure of performance continues for a period of ten (10) days after notice thereof;
v. If Lessee vacates or abandons the Premises;
vi. If the interest of Lessee is transferred or assigned to any other person, firm or corporation except as herein permitted;
vii. If Lessor, in any three (3) months of any Lease Year, give any notice to Lessee pursuant to subsection iii and iv above, notwithstanding Lessee’s cure of default within the allowable period or periods.
viii. If Lessee loses their license to practice or is otherwise unable to practice full time for a period exceeding 90 days in one calendar year.
B. Upon the occurrence of any Event of Default as set forth above, Lessor shall have at its option any one or more the following rights:
i. To cancel and terminate the Lease Agreement and all interests of the Lessee hereunder by giving notice of such cancellation and termination not less than ten (10) days prior to the effective date of such termination. Upon the expiration of said ten (10) day period, the Lessee shall have no further rights under this Lease Agreement; and/or
ii. To make any payment required of Lessee herein or correct any condition required” to be corrected by Lessee, and Lessor shall have the right to enter the Premises for the purpose of correcting any such condition and to remain on the Premises until the complete correction of such condition. However, no expenditure by Lessor on behalf of Lessee shall be deemed to waive or release Lessee’s breach hereof and Lessor shall retain all rights to proceed against Lessee as set forth herein; and/or
iii. To reenter the Premises immediately with or without Order of Court and without being guilty of trespass, remove the property and personnel of Lessee and store such property in a public warehouse or such other location selected by Lessor, all at the expense of Lessee. After such reentry, Lessor shall have the right to terminate this Lease Agreement by giving ten (10) days notice of termination to Lessee, but without such notice, Sublessee the reentry by Lessor shall have not terminate this Lease Agreement. On termination, Lessor may recover from Lessee all damages resulting from Lessee’s breach, including the rightcost of recovery of the Premises and placing them in satisfactory condition, but not the obligationvalue of the balance of this Lease over the reasonable rental value of the Premises for the remainder of the Term, all of which sums shall be immediately payable to cure such default itselfLessor from Lessee; and/or
iv. To relet the Premises or any part thereof for any term, with or without terminating the Lease, and at such rentals and on such other terms as Lessor may select including the right to grant free rental, and to alter and repair the Premises as Lessor deems necessary. Should Lessor relet the Premises, Lessee shall pay all expense of reletting including brokers’ or finders’ fees and such reasonable attorneys’ fees as Lessor may incur. Lessor shall apply the rent received from reletting in the following order:
(1) To expenses of reletting; (2) To Lessee’s indebtedness to Lessor other than for rentals; and (3) To rentals due to the future; and/or
v. To accelerate the rentals with or without entry; and/or
vi. To collect reasonable attorney fees actually incurred and not exceeding fifteen (15%) percent of the amounts due from the Lessee to the Lessor hereunder, together with court costs incurred in enforcing the rights of the Lessor hereunder; and/or
vii. All other rights and remedies provided by Sublessee in curing law for a Lessor with a defaulting Lessee including all such default money damages as Lessor shall be offset against entitled to pursuant to the Base Rent next coming due until satisfied in fulllaw of damages.
Appears in 1 contract
Samples: Lease Agreement (Radiation Therapy Services Holdings, Inc.)
Default. 18.1. If Sublessee
(a) Each of the following shall constitute a default in and/or an event of default (referred to herein as an "Default" and/or an "Event of Default") under this Second Note and under the Amended Security Agreements by FreshRealm:
(i) Failure to make any payment of rent principal or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; interest when due under this Second Note or if Sublessee shall default in the performance or observance any breach by FreshRealm of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements covenant contained in this Sublease and such default in performance continues for more than thirty Second Note, which failure is not cured within ten (3010) business days after written notice thereof from Sublessee Calavo to Sublessor specifying FreshRealm;
(ii) Any breach or default by FreshRealm of any of the particulars terms or provisions of this Second Note or the Amended Security Agreements or any breach by FreshRealm of any of the representations, warranties or covenants contained in this Second Note or the Amended Security Agreements, which breach is not cured within ten (10) business days after written notice thereof from Calavo to FreshRealm;
(iii) Any default under any additional promissory note, security agreement, or other loan agreement executed by FreshRealm in favor of Calavo, which breach is not cured within ten (10) ten business days after written notice thereof from Calavo to FreshRealm;
(iv) Any default under any other loan or note made by FreshRealm to any third party resulting in a right by such third party to accelerate the maturity of any indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000), which default is not cured within ten (10) business days after written notice thereof from Calavo to FreshRealm;
(v) The bankruptcy of FreshRealm or breach the filing of performance any bankruptcy petition by FreshRealm or the insolvency of FreshRealm or the making by FreshRealm of an assignment for the benefit of creditors or the admission by FreshRealm in writing of its inability to pay its debts generally as they become due, or the taking of action by FreshRealm in furtherance of any such action, provided, however, that if in the default complained ofcase of an involuntary bankruptcy petition filed against FreshRealm, is of such a nature that the same canis not be rectified or cured dismissed within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day periodcalendar days; or the appointment of a receiver, shall have commenced such cure custodian or trustee with respect to all or any part of FreshRealm's property or assets, where possession is not restored to FreshRealm within thirty (30) calendar days;
(vi) FreshRealm commences any proceeding for the reorganization, arrangement or readjustment of its debts in any jurisdiction; and shall continue thereafter with due diligence to cause such cure to be completed
(vii) Commencement of the dissolution or liquidation ofFreshRealm. Upon any default
(b) The principal balance of this Sublease by Sublessor, Sublessee shall be entitled to pursue any Second Note and all remedies available interest thereon shall become automatically due and payable without notice or demand if a petition is filed by or against FreshRealm under the United States Bankruptcy Code or the bankruptcy code of any state.
(c) Notwithstanding anything to Sublessee at law or the contrary in equitythis Second Note, including, without limitationduring the Loan Payoff Period, the right insolvency of self- helpFreshRealm (as described in Section 1 l(a)(v) hereof) shall not constitute an "Event of Default" or "Default" by FreshRealm. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full.
Appears in 1 contract
Default. 18.1. If Sublessee The Borrower shall be deemed to be in default under this Agreement upon the occurrence of any of the following events of default:
(i) failure of the Borrower to make, within ten (10) days of the date when due, any payment of principal, interest or premium under the Note or failure by the Borrower to pay within fifteen (15) business days of the date due or demanded, as the case may be, any other amounts required to be paid under this Agreement in the manner specified herein;
(ii) default by the Borrower under any of the provisions of this Agreement continuing beyond fifteen (15) days after Lender's written notice thereof and such additional time as shall be required to diligently cure any defaults which cannot be cured within said fifteen (15) day period, as reasonably determined by the Lender;
(iii) default under the Note or under any of the other Basic Instruments or obligation by the Borrower beyond any applicable grace period expressly set forth therein;
(iv) default by the Borrower in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part obligations of the Borrower with respect to be performed or observed, the Project and if Sublessee shall fail to cure said the continuance of such default within ninety for a period of fifteen (9015) days after the earlier of the date Borrower should have notified Lender thereof as set forth hereunder or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of Lender's written notice of said default from Sublessor; or if any person shall levy uponthereof, or take Sublessee's leasehold interest for any shorter period if continuation of such default for such shorter period shall involve or result in the taking of possession of the Project or any part hereofthereof by any creditor or obligee of the Borrower or shall involve or result in the assertion of any other remedy by such creditor or obligee, upon executionwhich default, attachmentin the Lender's opinion, or their process of law; or if Sublessee shall make an assignment may impair the Borrower's ability punctually to perform all of its property obligations under this Agreement or may threaten the Lender's security;
(v) any representation or warranty made by or for the Borrower herein or in any statement heretofore or hereafter furnished to the Lender by or on behalf of the Borrower shall prove to have been incorrect, false or misleading in any material respect when made or furnished;
(vi) insolvency, assignment for the benefit of creditors; , or if Sublessee shall file voluntary bankruptcy; or if the commencement of any proceedings under any bankruptcy or insolvency proceedings shall be commenced by Sublessee law or an involuntary bankruptcy shall be filed any other laws relating to the relief of debtors, by, of or against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafterBorrower, and without further notice of demandsuch proceedings, enter into and upon the Subleased Premisesif involuntary, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had shall not have been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass dismissed within sixty (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (760) business days from the date of the after commencement thereof;
(vii) any notice of default.
18.2. In the case of such terminationcontract, Sublessee will indemnify and pay to Sublessor each monthmechanic's lien, or such other period elected by the Sublessor against all loss of rentattachment, and all costs, expenses tax lien of any kind incurred by Sublessor by reason of such terminationor encumbrance (except as permitted pursuant to M.G.L. c. 254, between Section 2, or under the time of termination and the expiration terms of the term of this Sublease. Sublessor shall reasonably perform its legal obligation Mortgage) is filed against any improvements to relet the premises for such term as the Sublessor shall determineProject or Premises, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall any materials, fixtures or other items stored or to be liable for stored thereon or therein or any expenses incurred by Sublessor personal property used or to be used in connection with obtaining possession the operation thereof which is not withdrawn or bonded or, with respect to which, Borrower has not escrowed sufficient funds with Lender as security for such claims, to the satisfaction of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than Lender within thirty (30) days after written notice thereof from Sublessee filing;
(viii) condemnation or eminent domain taking of all or any part of the Premises;
(ix) the entry of any judgment in excess of $25,000 against the Borrower (not satisfied within sixty (60) days of entry);
(x) default by the Borrower under any other agreement made with the Lender in connection with the Project;
(xi) failure of the Borrower to Sublessor specifying procure in a timely manner and retain any of the particulars federal, state, county, city, municipal or other permits, licenses or approvals necessary to construct and operate the Project for its intended purposes;
(xii) any change in control or the sale, transfer, assignment or other disposition of such default any legal or breach beneficial interest of performance provided, however, that if the default complained of, is Borrower without the consent of such a nature that the same canLender which consent will not be rectified unreasonably witheld or cured within such thirty delayed;
(30 day period, then such default shall be deemed xiii) failure of the Borrower to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure substantially complete Phase II of the Project and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any receive a permanent use and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, occupancy permit for Phase II and the costs incurred Project by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullCompletion Date;
(xiv) failure of the Borrower to continue its operations at the Premises; or
(xv) failure of the Borrower to notify the Lender after the date hereof of the discovery of any hazardous or toxic substances, as defined under state or federal law, on the Premises or on any property adjacent thereto or receipt of a Notice of Responsibility from the Department of Environmental Protection by the Borrower or owner of any property adjacent to the Premises.
Appears in 1 contract
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor 22.1 Tenant shall be in default in the prompt of this Lease if:
22.1.1 Tenant shall fail to make timely and full performance payment of any other sum of its promises, covenants, or agreements contained in this Sublease money required to be paid hereunder and such default in performance failure continues for more than thirty ten (3010) days after written notice thereof from Sublessee Landlord;
22.1.2 Tenant shall fail to Sublessor specifying the particulars perform any other term, covenant or condition of Tenant contained in this Lease, and such default or breach of performance failure continues for twenty (20) days after written notice thereof from Landlord; provided, however, that if the default complained ofcorrection is impossible to correct within twenty (20) days, is of such a nature that the same canTenant shall not be rectified or cured deemed in default if Tenant commences correction within such thirty said twenty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (3020) day period, shall have commenced and diligently pursues such cure and shall continue thereafter with due diligence correction to cause such cure completion;
22.1.3 Tenant should vacate or abandon the Premises; or
22.1.4 There is filed any petition in bankruptcy or Tenant is adjudicated a bankrupt or insolvent, or there is appointed a receiver or trustee to be completed. Upon take possession of Tenant or of all or substantially all of the assets of Tenant, or there is a general assignment by Tenant for the benefit of creditors, or any default action is taken by or against Tenant under any state or federal insolvency or bankruptcy act, or any similar law now or hereafter in effect; or
22.2 In the event of this Sublease by Sublessora default, Sublessee shall be entitled in addition to pursue any and all other rights or remedies available to Sublessee provided for herein or at law or in equity, includingLandlord, without limitationat its sole option, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the rightfollowing rights:
22.2.1 The right to declare the Lease Term ended and to re-enter the Premises and take possession thereof, and to terminate all of the rights of Tenant in and to the Premises; or
22.2.2 Pursuant to its rights of re-entry, Landlord may, but shall not be obligated to (i) remove all persons from the obligationPremises, to cure such default itself(ii) remove all property therefrom, and (iii) enforce any rights Landlord may have against said property or store the costs incurred same in any warehouse or elsewhere at the cost and for the account of Tenant. Tenant agrees to hold Landlord free and harmless of any liability whatsoever for the removal and/or storage of any such property, whether of Tenant or any third party whomsoever, except for damage caused by Sublessee the willful misconduct or gross negligence of Landlord, its agents or subcontractors.
22.2.3 Anything contained herein to the contrary notwithstanding, Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any Rent or other sum of money accruing hereunder, by any such re-entry, or by any action in curing such default unlawful detainer or otherwise to obtain possession of the Premises, unless Landlord shall specifically notify Tenant in writing that it has so elected to terminate this Lease.
22.3 In any action brought by Landlord to enforce any of its rights under or arising from this Lease, Landlord shall be offset against entitled to receive its reasonable costs and legal expenses, including reasonable attorneys' fees, whether such action is prosecuted to judgment or not.
22.4 The waiver by Landlord of any breach of this Lease by Tenant shall not be a waiver of any preceding or subsequent breach of this Lease by Tenant. The subsequent acceptance of Rent or any other payment hereunder by Landlord shall not be construed to be a waiver of any preceding breach of this Lease by Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than the Base Rent next coming herein provided shall be deemed to be other than on account of the earliest Rent due until satisfied in fulland payable hereunder.
Appears in 1 contract
Default. 18.1. If Sublessee shall default Except as may be otherwise provided in the payment of rent or other paragraph above entitled “Rules and Regulations”, if the Lessee does not make the payments required of Sublessee, when due and if Sublessee shall fail to cure said such default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged exists for a period of 60 dayssixty (60) days or more, or if a receiver, trustee, or assignee shall be appointed for the whole or Lessee fails to perform any part other provisions of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed lease which is to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Subleaseperformed by Lessee, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues exists for more than a period of thirty (30) days after or more, then upon thirty (30) days written notice thereof from Sublessee as to Sublessor specifying such continued default, the particulars of Lessor may declare this lease terminated if such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period. Upon such termination, shall have commenced such cure the Lessor without further notice or process of law may enter into said premises and shall continue thereafter with due diligence to cause such cure again have, repossess, and enjoy the same as if this lease had not been made, and thereupon this lease and everything herein contained on the part of the Lessor to be completeddone and performed shall cease, terminate, and be void, without prejudice to the right of Lessor to retain all payments heretofore made and to recover from Lessee all payments due up to the time of such entry. Upon any default such termination of this Sublease lease, all membership rights of Lessee in Lessor shall terminate and all payments made by Sublessor, Sublessee Lessee to Lessor for a Membership Certificate shall be entitled to pursue any and retained by Lessor. Upon termination of this lease, if all remedies available to Sublessee at law or payments are paid in equity, including, without limitationfull, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee Lessee shall have the rightabsolute right to remove Lessee’s mobile home which is located upon said lot, but not provided that the obligationpremises are restored to a neat and clean condition. Upon any termination of this lease for whatever reason, the Lessor may issue a new Membership Certificate and Proprietary Lease for said lot upon such terms and conditions as determined by a majority of the Board of Directors of Lessor, subject to cure such default itselfany restrictions or limitations set forth in this lease, and the costs incurred by Sublessee in curing such default shall be offset against Plan, or the Base Rent next coming due until satisfied in fullArticles of Incorporation or By-Laws of Lessor.
Appears in 1 contract
Samples: Proprietary Lease
Default. 18.1. A. If Sublessee any of the following events of default shall occur, to wit;
(i) Tenant defaults for more than ten (10) business days after notice of default after the due date therefor in the payment of rent (whether Base Rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7additional rent) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part sum required to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premisespaid hereunder, or any part hereof in the name of the wholethereof, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass or
(or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5thii) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default Tenant defaults in the prompt and full performance of any other (i.e. other than payment of its promisesrent or any other sum) covenant, covenants, agreement or agreements contained in condition of this Sublease Lease and such other default in performance continues shall continue for more than a period of thirty (30) days after written notice thereof from Sublessee Landlord to Sublessor specifying the particulars of Tenant (unless such other default or breach of performance involves a hazardous condition, in which event it shall be cured forthwith); provided, however, that if in the event such default complained of, is of such a nature that the same cannot be rectified or cured within such a period of thirty (30 day period30) days and Tenant is diligently attempting to cure such default, the time period to cure same shall be reasonably extended but in no event for a period of more than one hundred and eighty (180) days, or
(iii) The leasehold interest of Tenant be levied upon under execution or be attached by process of law, or
(iv) Bankruptcy or insolvency of Tenant, then in any then in any such default event, Landlord, besides any other rights or remedies that it may have, shall have the immediate right of re-entry and may remove all persons and property from the Premises; such property may be removed and stored in any other place in the Building in which the Premises are situated, or in any other place, for the account of and at the expense and at the risk of Tenant,
B. Tenant hereby waives all claims for damages which may be caused by the reasonable re-entry of Landlord and taking possession of the Premises or removing or storing the furniture and property as herein provided, and will save Landlord harmless from any loss, costs, or damages occasioned Landlord thereby, and no such re-entry shall be deemed considered or construed to be rectified a forcible entry.
C. Should Landlord elect to re-enter, as herein provided, or cured should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law; it may either terminate this Lease or it may from time to time, without terminating this Lease, re-let the Premises or any part thereof for such terms and at such rental or rentals and upon such other terms and conditions as Landlord in its reasonable discretion may deem advisable, with the right to make alterations and repairs to the Premises.
D. Landlord may elect to apply any and all rentals and other monies received by it from re-letting the Premises (i) to the payment of any indebtedness, other than rent, due hereunder from Tenant to Landlord; (ii) to the payment of any cost of such re-letting including but not limited to any broker’s commissions or fees in connection therewith; (iii) to the payment of the cost of any alterations and repairs to the Premises; (iv) to the payment of rent due and unpaid hereunder; and the residue, if Sublessorany, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. Should such rentals received from such re-letting after application by Landlord to the payments described in foregoing clauses (i) through (iv) during any month be less than that agreed to be paid during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly on demand by Landlord.
E. Landlord shall not have the right to accelerate the Rent or to receive Rent which, except for default, would not be due until a date after the date of any proceeding in which Landlord has brought an action for default; provided, however, that Landlord may bring an action for all remaining rent due under the entire term of the Lease, reduced to present value and further reduced by the fair market value of reasonably estimated rent of the Property to an unrelated third party for a period equal to the remaining portion of the Lease Term.
F. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of same is given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such re-letting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach.
G. Nothing herein contained shall limit or prejudice the right of Landlord to provide for and obtain as damages by reason of any such termination of this Lease or of possession an amount equal to the maximum allowed by any statute or rule of law in effect at the time when such termination takes place, whether or not such amount be greater, equal to or less than the amounts of damages which Landlord may elect to receive as set forth above. Notwithstanding anything to the contrary herein contained or any other rights exercised by Landlord hereunder, upon the occurrence of an event of a monetary or material default by Tenant under the terms of this Lease, rent which otherwise would be due or would have been due except for any abatement provided for in this Lease shall be immediately due and payable.
H. Notwithstanding anything to the contrary herein contained, if Landlord shall fail to perform any covenant contained in this Lease upon Landlord’s part to be performed, and if as a consequence Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied either out of the proceeds of the sale of Landlord’s interest in the Property as may be undertaken by Tenant in execution upon such judgment (which sale shall in all events be subject to any mortgages then encumbering the Property) or by setting off its rental obligation hereunder against the amount of such judgment. If the failure does not result from any act or omission of Tenant, its agents or any third party, and Xxxxxx has given Landlord (and Landlord’s mortgage lender, if Xxxxxx has executed a Subordination, Non-Disturbance of Attornment Agent with the mortgage lender or has been given written notice of the mortgage lender’s name and address) at least thirty (30) day’s prior written notice specifying the failure, and Landlord or its agents fail to commence to cure such failure within such said thirty (30) day periodperiod (or such longer period as may be reasonably required with the exercise of diligence) and to thereafter diligently pursue the cure to completion, then Tenant may, upon written notice to Landlord, effect the cure itself and setoff against the rental obligations under this Lease all actual reasonable expenses incurred as the direct result of effecting or pursuing the cure, to the extent invoices, receipts or other documented proof thereof has been delivered to Landlord and Landlord’s mortgage lender; provided, however, that at all times Landlord and its agents shall have commenced such the continuing right to effect the cure and independently or cooperatively with Tenant even if Xxxxxx has elected to effect, or is effecting or pursuing, the cure. In no event shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall Tenant be entitled to pursue any and all remedies available to Sublessee at law collect or in equity, including, without limitation, recoup the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery amount of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred judgment by Sublessee in curing such default shall be offset seeking or obtaining any deficiency judgment against the Base Rent next coming due until satisfied in fullLandlord or any of Landlord’s constituent partners.
Appears in 1 contract
Default. 18.1. A. If Sublessee Tenant defaults in fulfilling any of the covenants or provisions of this Lease, including, without limiting the generality of the foregoing, the covenants for the payment of Rent when due or any part thereof or for the making of any other payment herein provided or for the performance of any other covenant on Tenant's part to be performed hereunder, and such default shall continue for ten (10) days in the case of a default in the payment of rent Rent or other payments required of Sublesseemonies, and if Sublessee shall fail to cure said default within seven (7) business days after receipt service by Landlord of written notice upon Tenant specifying the nature of said default from Sublessor; or if Sublessee shall default in the performance or observance of default, or, twenty (20) days as to any other agreement default except that if a non-monetary default or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as omission shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified reasonably cured or cured remedied within said twenty (20) days, if Tenant shall not in good faith have com- menced the curing or remedying of such default within such thirty (30 twenty-day period, and shall not thereafter diligently proceed therewith to completion, or if any levy, execution or attachment shall be issued against Tenant or any of Tenant's property at the Premises, or if the Premises become abandoned, vacant or deserted, or if Tenant shall default with respect to any other lease between Landlord (or any Affiliate of Landlord) and Tenant (or any Affiliate of Tenant), Landlord may serve upon Tenant a written notice that this Lease and the Term will terminate on a date to be specified therein, which shall be not less than five (5) days after the giving of such notice, and upon the date so specified, this Lease and the Term shall terminate and come to an end as fully and completely as if such date were the date herein definitely fixed for the end and expiration of this Lease and the Term, and Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter set forth; provided, however, that if Tenant shall default (i) in the timely payment of any item of Rent or the timely reporting of Gross Sales as required by Section 3.3 hereof and any such default shall continue or be repeated for three (3) consecutive months or for a total of four (4) months in any period of twelve (12) months or (ii) in performance of any other particular convenant of this Lease more than four (4) times in any period of six (6) months, then, notwithstanding that such defaults shall have each been cured within the period after notice as above provided, any further similar default shall be deemed to be rectified or cured if Sublessor, within such thirty deliberate and Landlord thereafter may serve the said written five (305) day period, shall have commenced such cure and shall continue thereafter with due diligence days' notice of termination without affording to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, Tenant an opportunity to cure such default itselffurther default.
B. If this Lease shall have been terminated pursuant to Section 8.1 or 8.2, or if Tenant has defaulted (beyond any opportunity to cure hereinabove set forth) in the payment of Rent or in observing any other term, condition or covenant, then, in any of such events, Landlord may institute summary proceedings, re-enter the Premises, dispossess Tenant and the legal representative of Tenant or other occupants of the Premises, and remove their effects and hold the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullPremises as if this Lease had not been made.
Appears in 1 contract
Default. 18.1Upon the happening of any one or more of the events as expressed in this paragraph the Landlord shall have the right, at the option of the Landlord, to either annul and terminate this Lease upon two (2) days’ written notice to Tenant and thereupon re-enter and take possession of the Premises; or the right upon two (2) days’ written notice to the Tenant to re-enter and re-let said Premises, from time to time, as agents of the Tenant, and such re-entry and re-letting or both, shall not discharge the Tenant from any liability or obligation hereunder, except that rents (i.e., gross rents less the expense of collecting and handling, and less commissions and less any rental concessions) collected as a result of such re-letting shall be credited to the Tenant’s liability up to the amount due under the terms of this Lease and the balance, if any, credited to the Landlord. If Sublessee Nothing herein, however, shall be construed to require the Landlord to re-enter and re-let, nor shall anything herein be construed to postpone the right of the Landlord to xxx for rents, but, on the contrary, the Landlord is hereby given the right to xxx therefore at any time after default. The events of default are: failure of the Tenant to pay any one or more of the installments of Rent or any other sum provided for in this Lease within five (5) days following notice from Landlord that such payment is due; the payment levy of rent an execution or other payments required legal process upon the goods, furniture, effects or other property of Sublessee, and if Sublessee shall fail to cure said default the Tenant brought on the Premises or upon the interest of the Tenant in this Lease which is not dismissed within seven sixty (760) business days after receipt days; the filing of written notice of said default from Sublessor; or if Sublessee shall default a Petition in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy uponBankruptcy, or take Sublessee's leasehold interest a Petition for rearrangement or any part hereofreorganization by or against the Tenant, upon execution, attachmentwhich is not dismissed within sixty (60) days; the appointment of a receiver or trustee, or their process other court officer, for the assets of lawthe Tenant, which is not dismissed within sixty (60) days; or if Sublessee shall make the execution of an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part creditors of the Sublessee's property, then in any Tenant which is not dismissed within sixty (60) days; the assignment by Tenant of said cases, Sublessor lawfully may upon seven days notice this Lease or if such notice shall adversely affect the rights re-letting or subletting by the Tenant of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, Premises or any part hereof in without the name written consent of the wholeLandlord first had and obtained, and hold the Subleased Premises as if this Sublease had unless not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected prohibited by the Sublessor against all loss provisions of rent, and all costs, expenses of any kind incurred Section 9 hereof; the violation by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance Tenant of any other of its promisesthe terms, covenants, conditions or agreements contained covenants not set out in this Sublease paragraph on the part of the Tenant herein contained, and failure of the Tenant to remedy such default in performance continues for more than violation within thirty (30) days after written notice thereof from Sublessee is given by the Landlord to Sublessor specifying the particulars of such default or breach of performance Tenant; provided, however, that if the default complained of, such violation or failure is not reasonably capable of such a nature that the same cannot be rectified or being cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, Tenant shall have commenced such additional time, up to a maximum of ninety (90) days, to cure the same provided Tenant commences curative action within such thirty (30) day period and proceeds diligently thereafter to cure such violation or failure until completion. Abandonment of the Premises by the Tenant and any consequent reduction in the cost to the Landlord for services to the Premises shall continue thereafter with due diligence not work to cause such cure to be completed. Upon any default reduce the Tenant’s liability for Rent under the terms of this Sublease Lease. The Tenant agrees to pay Landlord, or on Landlord’s behalf, a reasonable attorney’s fee in the event Landlord employs an attorney to collect any Rents due hereunder by SublessorTenant, Sublessee shall be entitled or to pursue any and all remedies available to Sublessee at law protect the interest of Landlord in the event the Tenant is adjudged a bankrupt, or legal process is levied upon the goods, furniture, effects or personal property of the Tenant upon the said Premises, or upon the interest of the Tenant in this Lease or in equitysaid Premises, includingor in the event the Tenant violates any of the terms, without limitationconditions, or covenants on the right part of self- helpthe Tenant herein contained and such violation continues beyond any applicable notice and cure period. In the event Sublessor fails to the Tenant violates any of the terms, conditions, or covenants hereof beyond any applicable notice and cure periods, the default within ten (10) days after delivery of such notice, Sublessee Landlord shall have the rightprivilege, at Landlord’s option, of re-entering and taking possession of said Premises and leasing all or any portion of said Premises for such term and for such use deemed satisfactory to the Landlord, applying each month the net proceeds (i.e., gross rents less the expense of collecting and handling, and less any commissions and less any rental concessions) obtained from said leasing to the credit of the Tenant herein, up to the amount due under the terms of this Lease and the balance to the Landlord. Said leasing shall not release the Tenant from liability hereunder for the rents reserved for the residue of the term of this Lease, but Tenant shall be responsible each month for the difference, if any, between the net rents obtained from such leasing and the monthly rent reserved hereunder, and said difference shall be payable to the Landlord by the Tenant on the first day of each month for the residue of the term hereof. No re-entry hereunder shall bar the recovery of rent or damages for the breach of any of the terms, conditions, or covenants on the part of the Tenant herein contained. The receipt of rent after breach or condition broken, or delay on the part of Landlord to enforce any right hereunder, shall not be deemed a waiver of forfeiture, or a waiver of the obligationright of the Landlord to annul the Lease, or to re-enter said Premises, or to re-let the same, or to accelerate the maturity of the rents hereunder. If any breach of this Lease by Landlord continues for a period of thirty (30) days written notice from Tenant to Landlord, Tenant shall have all remedies available at law and equity, together with those expressly provided herein, including the right to cure such default itselfand offset the cost of such cure against Net Base Rental; provided, however, that if such violation or failure is not reasonably capable of being cured within such thirty (30) day period, Landlord shall have such additional time to cure the same provided Landlord commences curative action within such thirty (30) day period and the costs incurred by Sublessee in curing proceeds diligently thereafter to cure such default shall be offset against the Base Rent next coming due violation or failure until satisfied in fullcompletion.
Appears in 1 contract
Default. 18.1. If Sublessee shall default in the payment of If
(a) any rent or other payments required of Sublessee, and if Sublessee Additional Rent payable by Tenant shall fail to cure said default within seven remain unpaid for more than ten (710) business days after receipt by Tenant from Landlord of written notice that same is unpaid, or if (b) Tenant shall violate or make default in any of said the other covenants, agreements, stipulations or conditions herein, and Tenant does not commence the correction of default within thirty (30) days after receipt by Tenant from SublessorLandlord of written notice stating the nature of such violation or default, and thereafter does not continue the correction thereof with promptness and dispatch until the same is fully rectified, or if (c) Tenant is adjudicated bankrupt; or if Sublessee shall default in the performance a permanent receiver is appointed for Tenant's property and such receiver is not removed within sixty days after written notice from Landlord to Tenant to obtain such removal; or observance if, whether voluntarily or involuntarily, Tenant takes advantage of any other agreement debt or condition on its part to be performed relief proceedings under any present or observedfuture law, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as whereby the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest rent or any part hereof, upon execution, attachmentthereof is, or their process of law; is proposed to be, reduced or payment thereof deferred, or if Sublessee shall make Tenant makes an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; Tenant's effects should be levied upon or if any bankruptcy attached under process against Tenant, not satisfied or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid dissolved within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee Landlord to Sublessor specifying the particulars Tenant to obtain satisfaction thereof; then, and in any of said events, Landlord at its option may at once or within six (6) months thereafter (but only during continuance of such default or breach condition), upon written notice to Tenant, declare the rights of performance providedTenant under this Lease forfeited and the term ended, howeverand re-enter said Premises, and remove all persons or chattels therefrom; but notwithstanding such re-entry by Landlord, the liability of Tenant for the rent provided herein shall continue. Any such re-entry shall be without prejudice to any other remedy Landlord may have. It is further expressly understood and agreed that if Landlord may resume possession of the default complained of, is of such a nature that Premises and relet the same cannot be rectified for the remainder of the term of this Lease for the best rent obtainable for the account of Tenant, who shall make good any deficiency. If either party should delay in enforcing any obligation hereunder, or cured within such thirty (30 day periodshould waive the performance of any obligation, or if Landlord should accept rent after the occurrence of any default by Tenant, then such default action or forbearance by said party shall not be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon construed as a waiver of any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue in any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullother obligation hereunder.
Appears in 1 contract
Samples: Contract of Sale (FRM Nexus Inc)
Default. 18.1. (a) If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee shall Tenant should fail to cure said default within seven pay with ten (710) business days after receipt the date set for payment under this Lease, any part of written the rentals herein provided, or any other sum required by this Lease to be paid to Tenant, without notice of said default from SublessorLandlord; or (b) if Sublessee shall default should be made in any of the performance nonmonetary covenants, terms or observance of any other agreement or condition on its part provisions to be performed or observed, by Tenant hereunder and if Sublessee shall fail to cure said such nonmonetary default within ninety should continue for a period of ten (9010) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of following written notice thereof from Landlord to Tenant (provided, however, that if the nature of said Tenant's nonmonetary default from Sublessoris such that more than ten (10) days are required for performance, then Tenant shall not be in default hereunder if Tenant commences performance within such ten (10) day period and thereafter diligently prosecutes the same to completion); or if any person shall levy upon(c) should Tenant's interest herein be terminated or assigned by operation of law, or take Sublessee's leasehold interest otherwise, including, without limitation, the filing of a petition by or against Tenant (or any part hereofmember of Tenant if Tenant is a partnership or joint venture) under any insolvency or bankruptcy act (provided, upon executionhowever, attachmentif a petition is filed against Tenant, or their process Tenant shall have a period of lawthirty (30) days within which to have such action dismissed); or if Sublessee shall (d) should Tenant make an a general assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against (e) the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed failure to be guilty of any manner of trespass timely perform (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and after the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal any applicable cure periods) any covenant, condition, or obligation to relet be performed by Lessee under the premises for such term as the Sublessor shall determineother agreements with Lessor and set forth on Schedule 1 hereto, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor then Landlord, in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar addition to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, rights and remedies it may have hereunder or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligationright without any further demand or notice, to cure such default itselfpursue any one or more of the following remedies:
(i) exercise any rights or remedies available pursuant to this Lease or applicable laws;
(ii) terminate this Lease by written notice to Tenant, in which event Tenant shall have no further interest in this Lease or in the Premises, and Landlord may recover from Tenant all damages Landlord may incur by reason of Tenant's breach, including the cost of recovering the Premises, reasonable attorneys' fees, and the costs incurred by Sublessee in curing value at the time of such default shall be offset against termination of the Base Rent next coming due until satisfied in full.then reasonable rental value of the Premises for the remainder of the Lease Term;
Appears in 1 contract
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, Lessor and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the Lessee agree that full and prompt performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any terms and conditions of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights this Agreement is of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination essence. For purposes of this SubleaseAgreement, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as following events shall constitute “events of default” on the part of Lessee.
a. Failure to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default pay rent within ten (10) days after delivery its due date, or failure to comply with any other monetary obligation of this Agreement or any other agreement now or hereafter entered into between the Parties and relating to this Ag eement within ten (10) days after such obligation is due; provided, however, that Lessor shall provide written notice to Lessee of Lessor’s intent to declare default for non-payment of rent o other monetary obligations under this Agreement. The notice shall include a statement o all amounts alleged to be due, including any late fees accrued pursuant to this Agreement. Lessee may cure the alleged default by payment in full of such noticeoutstanding rent or other monetary o ligations, Sublessee together with specified late fees, within fifteen (15) days of Lessee’s receipt of the notice from Lessor.
b. Failure to comply with any and all of the nonmonetary obligations contained in the Agreement within thirty (30) days after Lessor has given Lessee written notice of said breach.
c. If, due to any act or omission on the part of Lessee, the Premises are threatened with, or subject to, any unreasonable depreciation in value, waste, or loss.
d. If any proceeding in bankruptcy or insolvency be filed against the Lessee or if any Writ of Attachment or Writ of Execution be levied upon the interest herein of the Lessee and such proceeding or levy shall have not be released or dismissed within sixty (60) days thereafter, or if any sale of the rightleasehold interest hereby created or any part thereof should be made under any execution or other judicial process, but or if the Lessee shall make any assignment for benefit of creditors or sh ll voluntarily institute bankruptcy or insolvency proceedings.
e. Notwithstanding any other provisions of this Agreement, where the curing of any alleged default requires more than the payment of money and that work of curing said default cannot reasonably be accomplished within the obligation, to cure such default itselftime otherwise permitted herein, and where the costs incurred by Sublessee in Lessee has commenced upon the work of curing such the default and is diligently pursuing the same, then the Lessee shall be offset against entitled to reasonable extensions of time to permit the Base Rent next coming due until satisfied in fullcompletion of said work of curing the default as a condition precedent to any reentry by the Lessor or termination of this Agreement by the Lessor and any defect that is cured shall not thereafter be grounds for reentry or for termination.
Appears in 1 contract
Samples: Lease Agreement
Default. 18.1. If Sublessee shall (a) The Lessor and the Lessee agree that each of the following events amounts to a default in by the payment of rent or other payments required of SublesseeLessee under this Lease:
(i) if the Lessee fails to pay any Payment payable under this Lease on the due date for payment, and if Sublessee shall fail subject to cure said default within a seven (7) business days after receipt day grace period;
(ii) the Lessee fails to perform or observe any of written notice the covenants or provisions of said default from Sublessor; or if Sublessee shall default in this Lease on the performance or observance part of any other agreement or condition on its part the Lessee to be performed or observed, and ;
(iii) if Sublessee shall fail to cure said default within ninety a writ of execution is issued against the Lessee's property under a judgment in any court of competent jurisdiction;
(90iv) days or such longer period as shall be reasonably required so long as if a distress warrant is issued against the Sublessee shall be diligently pursuing such cure after receipt Lessee's property under a judgment in any court of written notice of said default from Sublessor; competent jurisdiction;
(v) If the Lessee becomes bankrupt or if any person shall levy upon, the Lessee makes an assignment or take Sublesseecomposition with the Lessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; creditors or if Sublessee shall make an assignment of its property the Lessee is a body corporate and a resolution is passed or a petition filed for the benefit winding up of creditors; the Lessee other than for the purposes of reconstruction or amalgamation or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period Lessee becomes subject to the appointment of 60 days, or if a receiver.
(b) In the event default occurs, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully Lessor may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, immediately or at any time thereafter, thereafter without giving any notice to the Lessee reset the DNS setting for the Domain Name and terminate this Lease Agreement but without releasing the Lessee from any liability in respect of any breach or non- observance of any of the provisions contained or implied in this Lease and without further notice of demand, enter into prejudice to the Lessor's right to retain all money paid to the Lessor pursuant to this Lease and upon the Subleased PremisesLessor's right to claim damages pursuant to subparagraph (c) below.
(c) If this Lease is terminated for any reason other than its due fulfilment by the Lessee, or any part hereof in other than as a result of Early Termination, or other than with the name express consent of the wholeLessor in writing, then without prejudice to its other rights at law or in equity the Lessor may at any time demand immediate payment of all of the following:
(i) All arrears of Rent and hold other money then due and/or payable by the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming Lessee under it, and remove its or their property without being taken or deemed the Lease.
(ii) The Lessor's loss on the Lease to be guilty of any manner of trespass notified by the Lessor to the Lessee.
(or Sublessor may send written notice to Sublessee of iii) All costs and expenses incurred by the termination of Lessor enforcing this Sublease, and upon entry as aforesaid agreement.
(or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, iv) Interest on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due money payable under this Sublease, which are not paid within seven (7) business days provision from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss date of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition payment at the commencement rate of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in full5% per year calculated monthly.
Appears in 1 contract
Samples: Domain Name Lease Agreement
Default. 18.1. a. Each of the following shall be an event of default by Lessee under this Lease:
i. If Sublessee shall default in the payment of rent or other payments required of Sublesseeany installment thereof shall remain unpaid after it becomes due and payable, and if Sublessee shall fail to cure said default is not paid within seven ten (710) business days after receipt of Lessor gives written notice of said default from Sublessor; non-payment;
ii. If Lessee or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee assigns shall fail or neglect to cure said default within ninety (90) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if keep and perform any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part one of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination terms of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease Lease and such default in performance failure or neglect continues for more than thirty (30) days (or such longer period as may be reasonable, provided Lessee is attempting a cure with all due diligence, not to exceed one hundred twenty (120) days plus any period of where cure is prevented by force majeure) after Lessor gives written notice thereof from Sublessee to Sublessor specifying the particulars default;
iii. If Lessee files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of such default the United States or breach under any insolvency act of performance providedany state, howeveror is dissolved or makes an assignment for the benefit of creditors, that or if involuntary proceedings under any bankruptcy laws or insolvency act or for the default complained ofdissolution of Lessee are instituted against Lessee, or a receiver or trustee is appointed for all or substantially all of such a nature that Lessee’s property, and the same canproceeding is not be rectified dismissed or cured the receivership or trusteeship is not vacated within such thirty sixty (30 day period60) days after institution or appointment.
b. In the case of any event of default, then such default Lessor shall have the right to give Lessee written notice of its intention to terminate this Lease on the date of the notice or on any later date specified in the notice, and, on the date specified in the notice, Lessee’s right to possession of the Leased Premises (which term as used in this Section 13 shall be deemed to include the Base Station) will cease and this Lease will be rectified or cured terminated as if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default the date fixed in the notice were the end of the term of this Sublease by SublessorLease, Sublessee shall together with any additional rights and remedies that may be entitled to pursue any and all remedies available to Sublessee at law or in equity.
c. If Lessor shall fail or neglect to keep and perform each and every one of the covenants, includingconditions and agreements contained herein, without limitationand such failure or neglect is not remedied within thirty (30) days (or such longer period as may reasonably be required to correct the default with exercise of due diligence not to exceed one hundred twenty (120) days plus any period of where cure is prevented by force majeure), after written notice from Lessee specifying the default, then Lessee may pursue any legal remedies available to Lessee, including the right of self- help. In to terminate this Lease.
d. The foregoing notwithstanding, in the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure any such default itselfby Lessee hereunder, such shall not provide Lessor the right to attach, utilize, distrain upon or otherwise take possession of any equipment located on the Monopole or within a Base Station owned by any Carrier, and the costs incurred such shall at all times be free from any claim by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullLessor hereunder.
Appears in 1 contract
Samples: Lease Agreement
Default. 18.1. If Sublessee In the event tenant shall default in the payment payments of any rent or other payments monetary sums required of Sublesseeto be paid by tenant pursuant to this lease, and if Sublessee such default shall fail to cure said default within seven continue for ten (710) business days after receipt of tenant receives landlord’s written notice of said default from Sublessorthe existence of such default; or if Sublessee tenant shall default in the performance of or observance compliance with any of any the other agreement or condition on its part obligations of the tenant to be performed or observed, under this lease and if Sublessee such default shall fail to cure said default within ninety continue for a period of thirty (9030) days or such longer period as shall be reasonably required so long as the Sublessee shall be diligently pursuing such cure after receipt of tenant receives landlord’s written notice of said the existence of such default (unless, in the case of any default other than a payment default which cannot with due diligence be remedied within such 30-day period, a course of action adequate to remedy the same shall be commenced by tenant within such period and thereafter shall be prosecuted with diligence and continuity, in which event the period of time available to tenant to cure such default shall be extended from Sublessor; thirty (30) days to that period which, with diligent and continuous prosecution, is necessary to cure the same), or if any person tenant shall levy upon, be adjudicated bankrupt or take Sublessee's leasehold interest insolvent or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiverthen, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said casessuch events, Sublessor lawfully may upon seven days notice landlord, in addition to all other remedies given to landlord by law or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivershipequity, then immediatelymay, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send by written notice to Sublessee of tenant, terminate this lease or, without terminating this lease, re-enter the termination of this Subleasepremises by summary proceedings or otherwise, and upon entry as aforesaid (or in any event may dispossess the tenant. In the event that Sublessor shall sent to Sublessee notice of termination as above providedsuch re-entry, on landlord may relet the fifth (5th) day next following the date of the sending of the notice)premises, the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in a reletting shall apply the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable rent therefrom first to any amounts due under this Sublease, which are not paid within seven the payment of landlord's expenses (7including reasonable attorney fees) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such terminationtenant's default, between the time of termination and the expiration expense of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitationnot limited to, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses repair, renovation, or alteration of the premises, and then to the payment of rent and all other payments sums due from Sublessee to Sublessortenant hereunder, tenant remaining liable for any deficiency. The Sublessor shall, commensurate with any demand rights herein provided for payment of any of the above as are cumulative to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance not restrictive of any other and further rights provided by law; and no delay or failure of its promises, covenantslandlord to exercise any right herein or by law provided, or agreements contained in this Sublease to insist upon strict compliance by tenant with the terms and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day periodprovisions hereof, shall have commenced such cure constitute a waiver of landlord’s right thereafter to exercise and shall continue avail itself of said right or thereafter to demand strict compliance by tenant with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any the terms and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullprovisions hereof.
Appears in 1 contract
Default. 18.1. If Sublessee shall default in In the payment of rent or other payments required of Sublessee, and if Sublessee shall fail to cure said default within seven (7) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default event the Pledgor defaults in the performance or observance of any other agreement of the terms of this Agreement or condition on its part to be performed or observedin an event of default, as defined in the terms and if Sublessee conditions contained in the Loan Agreement, the Pledgee shall fail to cure said default within ninety have the following rights, exercisable thirty (9030) days or after such longer period as shall be reasonably required so long as event of default:
(a) To direct the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for Escrow Agent to sell the whole or any part of the Sublessee's propertypledged stock and or exercise the Warrants and any substitutions therefore and any additions thereto, then in any at public or private sale, at the option of the said Pledgee and from the proceeds derived from the said sale to pay first the cost and expenses of said casessale, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafterincluding a reasonable attorneys' fee for making said sale, and without further notice of demandsecond, enter into any interest which may then have accrued with respect thereto and upon accounting thereafter to the Subleased PremisesPledgor for any surplus then remaining derived from said sale after making all the payments hereinabove set forth, such surplus, if any, to be paid over and delivered to Pledgor, and at such sale the Pledgee may be a bidder, and may purchase the pledged stock and or Warrant or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance thereof; provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days notice of said sale and the time and place thereof shall be given to Pledgor by personal delivery or by certified or registered mail addressed to the Pledgor at Telscape International, Inc., 0000 Xxxx Xxx Xxxx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000. It is further agreed that after delivery a sale and purchase of the pledged stock or any part thereof there shall be no equity or right of redemption on the part of or by the Pledgor, as all rights of redemption are hereby expressly waived and released. It is further understood and agreed that the obligor of the aforesaid indebtedness shall remain liable for any deficiency that may arise after the sale or sales of the pledged stock and or exercise and sale of the Warrants. It is further agreed that no public advertisement of the sale of the stock and or Warrants so pledged hereunder shall be necessary, and that the Pledgee may at any sale sell all or any part of such notice, Sublessee stock and or Warrants hereby pledged and that a sale or a part of such stock and or Warrants shall have not operate to prevent the right, but not sale at a later date of the obligation, remainder of such stock and or Warrants and that such sale may continue from day to cure day at the option of the Pledgee without further notice to the Pledgor.
(b) The right to vote the pledged stock on all corporate questions until such time as the default itself, is cured shall vest in the Pledgee and the costs incurred Pledgor shall execute due and timely proxies in favor of the Pledgee as may be necessary to this end. It is understood that the Pledgee may exercise either or both options to the extent that same, in his sole discretion, will most likely lead to the satisfaction of the indebtedness secured by Sublessee this pledge; that the rights hereunder are in curing addition to any and all other rights which the Pledgee may have under any other agreements whatsoever; and further that Pledgee may exercise either or both of the above options whether or not he exercised any of such default shall be offset against the Base Rent next coming due until satisfied in fulladditional rights.
Appears in 1 contract
Default. 18.1. 22.1 If Sublessee shall default in th Purchaser commits a breach of this agreement, fails to comply with any of the payment provisions hereof, orcommits a breach of rent or other payments required of Sublesseethe provisions of this Agreement, at a time which is critical to the registration procedure and if Sublessee shall fail fails to cure said default remedy that breach within seven 48 (7forty eight) business days hours after receipt of written notification from the Seller, then the Seller shall be entitled to the Purchaser 7 (seven) days’ notice of said default from Sublessor; in writing to remedy such breach or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observedfailure, and if Sublessee the Purchaser fails to comply with notice then the Seller shall fail forthwith be entitled, but not obliged, without prejudice to cure said default within ninety (90any other rights or remedies which itmay have in law, including the right to claim damages:
22.1.1 to cancel this agreement in which case the Purchaser shall f rfeit to the Seller all payments made to the Seller, his agents or the Attorneys under this agreem ent, including any interest accrued thereon; or
22.1.2 to claim immediate performance and/or payment of all the
22.2 Should the Purchaser occupy the Section and/or Exclusive Use Area(s), upon cancellation of this agreement for any reason whatsoever, as referred to in clause 22.1 above, the Purchaser shall and forthwith vacate the Section and/or Exclusive Use Area(s) days shall procure that the Sectionbe vacated by any persons who occupy it through the Purchaser's title or such longer period as by his permission, the Section and/or Exclusive Use Area(s) shall be reasonably required so long redelivered in the same good order and condition as at the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for OccupationDate.
22.3 In the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part event of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed Seller having to be guilty of any manner of trespass (or Sublessor may send written give notice to Sublessee of the termination Purchaser in terms of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws Agreement and/or in the event of Sublessee being evicted or dispossessed for any causethe Seller having to institute legal proceedings against the Purchaser, or in then the event Sublessor terminates this Sublease as provided in this Article. The Sublessee Purchaser shall be liable for a 5% late charge applicable obliged to any amounts due under this Subleasepay all costs incurred thereby, which are not paid within seven including costs on an attorney and own client scale (7) business days from reckoned on the date non-litigious tariff of the notice Law Society of defaultthe Cape of Good Hope or its successors-in-title) and collection commission.
18.2. In 22.4 Should the case Purchaser dispute the Seller’s right to cancel the Agreement, then pending the determination of such terminationthat dispute, Sublessee will indemnify and pay the Purchaser shall be obliged to Sublessor each month, or such other period elected continue payment of all amounts payable by him in terms of this Agreement on the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination due dates thereof and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee Seller shall be entitled to pursue recover and accept payments without prejudice to the Seller’s claim for cancellation of this Agreement or any and all remedies available to Sublessee at law or in equity, including, without limitation, rights of the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullSeller whatsoever.
Appears in 1 contract
Samples: Agreement of Sale
Default. 18.1. If (a) The following events (herein referred to as an “event of default”) shall constitute defaults of Sublessee hereunder:
(1) Sublessee shall default in the due and punctual payment of rent rent, or any other payments required of Sublesseeamounts payable hereunder, and if Sublessee such default shall fail to cure said default within seven continue for ten (710) business days after receipt of written notice of said default from Sublessor; ;
(2) This Sublease or if the estate of Sublessee hereunder shall be transferred to or shall pass to or devolve upon any other person or party in violation of this Sublease except as permitted herein;
(3) This Sublease or the Premises or any part thereof shall be taken upon execution or by other process of law directed against Sublessee, or shall be taken upon or subject to any attachment at the instance of any creditor or claimant against Sublessee, and said attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof;
(4) Sublessee shall default file a petition in bankruptcy or insolvency or for reorganization or arrangement under the performance bankruptcy laws of the United States or observance under any insolvency act of any other agreement state, or condition on its part shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved or shall make an assignment for the benefit of creditors, unless such action will permit Sublessee to continue performance of this Sublease;
(5) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Sublessee shall be performed instituted against Sublessee, or observeda receiver or trustee shall be appointed of all or substantially all of the property of Sublessee, and if such proceeding shall not be dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment unless such action will permit Sublessee to continue performance of this Sublease;
(6) Sublessee shall fail to cure said default take possession of the Premises within ninety (90) days or such longer period as shall be reasonably required so long as of the Commencement Date; and
(7) Sublessee shall fail to perform any of the other agreements, terms, covenants or conditions hereof on Sublessee’s part to be diligently pursuing performed, and such cure after receipt of written notice of said default from Sublessor; or if any person non-performance shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged continue for a period of 60 days, or if a receiver, trustee, or assignee shall be appointed for the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee by Sublessor to Sublessor specifying the particulars of Sublessee, or if such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, reasonably had within such thirty (30) day period, Sublessee shall not in good faith have commenced such cure performance with such thirty (30) day period and shall continue not diligently proceed therewith to completion. Notwithstanding anything contained herein to the contrary, (i) any reentry by Sublessor shall be pursuant to legal process, (ii) Sublessor must use commercially reasonable efforts to mitigate damages, (iii) rent and charges shall not be accelerated, and (iv) Tenant shall not be deemed to have abandoned the Premises if Tenant is paying rent and charges to Landlord
(b) Upon the occurrence of an event of default, Sublessor shall have the right, at its election, then or at any time thereafter with and while any such event of default shall continue, either:
(1) To give Sublessee written notice of Sublessor’s intention to terminate this Sublease on the date of such given notice or on any later date specified therein, whereupon on the date specified in such notice, Sublessee’s right to possession of the Premises shall cease and this Sublease shall thereupon be terminated, except as to Sublessee’s liability, as if the expiration of the term fixed in such notice were the end of the term herein originally demised; or
(2) To re-enter and take possession of the Premises or any part thereof, and repossess the same as Sublessor’s former estate and expel Sublessee and those claiming through or under Sublessee, and remove the effects of both or either, using such force for such purposes as may be reasonably necessary, without being liable for prosecution thereof, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Sublessor elect to re-enter as provided in this Paragraph 19(b)(2) or should Sublessor take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Sublessor may, from time to time, without terminating this Sublease, relet the Premises or any part thereof in Sublessor’s or Sublessee’s name, but for the account of Sublessee, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Sublease) and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Sublessor, in its sole discretion, may determine, and Sublessor may collect and receive the rents therefor. Sublessor shall in no way be responsible or liable for any failure to relet the Premises, or any part thereof, or for any failure to collect any rent due diligence upon such reletting. No such re-entry or taking possession of the Premises by Sublessor shall be construed as an election on Sublessor’s part to cause terminate this Sublease unless a written notice of such cure intention be given to be completedSublessee. Upon No notice from Sublessor hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Sublessor to terminate this Sublease unless such notice specifically so states. Sublessor reserves the right following any default of such re-entry and/or reletting to exercise its right to terminate this Sublease by Sublessorgiving Sublessee such written notice, in which event this Sublease will terminate as specified in said notice.
(c) In the event that Sublessor does not elect to terminate this Sublease as permitted in Paragraph 19(b)(1) hereof, but on the contrary, elects to take possession as provided in Paragraph 19(b)(2), Sublessee shall pay to Sublessor: (i) the rent and other sums as herein provided, which would be payable hereunder if such repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Premises after deducting all Sublessor’s expenses in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, expenses of employees, alteration and repair costs and expenses of preparation for such reletting. If, in connection with any reletting, the new lease term extends beyond the existing term, or the premises covered thereby include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds from such reletting.
(d) In the event this Sublease is terminated, Sublessor shall be entitled to pursue any recover forthwith against Sublessee as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination of this Sublease, represents the excess, if any, of the aggregate of the rent and all remedies available other sums payable by Sublessee hereunder that would have accrued for the balance of the term over the aggregate rental value of the Premises (such rental value to be computed on the basis of a tenant paying not only a rent to Sublessor for the use and occupation of the Premises, but also such other charges as are required to be paid by Sublessee under the terms of this Sublease) for the balance of such term, both discounted to present worth at the rate of 10 percent (10%) per annum.
(e) Suit or suits for the recovery of the amounts and damages set forth above may be brought by Sublessor, from time to time, at Sublessor’s election and nothing herein shall be deemed to require Sublessor to await the date whereon this Sublease or the term hereof would have expired by limitation had there been no such default by Sublessee or no such termination, as the case may be. Each right and remedy provided for in this Sublease shall be cumulative and shall be in addition to every other right or remedy provided for in this Sublease or now or hereafter existing at law or in equityequity or by statute or otherwise, including, without limitationbut not limited to, suits for injunctive relief and specific performance. The exercise or beginning of the exercise by Sublessor of any one or more of the rights or remedies provided for in this Sublease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Sublessor of any and all other rights or remedies provided for in this Sublease or now or hereafter existing at law or in equity or by statute or otherwise. All costs incurred by Sublessor in connection with collecting any amounts and damages owing by Sublessee pursuant to the provisions of this Sublease or to enforce any provision of this Sublease, including reasonable attorneys’ fees from the date any such matter is turned over to an attorney, shall also be recoverable by Sublessor from Sublessee.
(f) No failure by Sublessor to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of self- helpfull or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach of such agreement, term, covenant or condition. In the event No agreement, term, covenant or condition hereof to be performed or complied with by Sublessee, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Sublessor. No waiver of any breach shall affect or alter this Sublease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any unilateral termination of this Sublease, this Sublease shall continue in force and effect as to any provisions hereof which require observance or performance of Sublessor fails or Sublessee subsequent to termination.
(g) Any amounts paid by either party to cure any defaults of the default other hereunder, shall, if not repaid by the other party within ten (10) days after delivery of demand by the party paying such noticeamount, thereafter bear interest at the rate of two percent (2%) above the prime rate as established by the First of America Bank - Detroit, N.A., or the highest rate permitted by applicable law, whichever is higher, until paid.
(h) Should Landlord or Sublessor fail to perform their maintenance, repair or replacement or obligations under this Sublease and should such failure materially interfere with Sublessor's use of the Premises, then following twenty (20) days' prior written notice to Landlord and Sublessor (except in the event of an emergency in which event no notice shall be required), Sublessee may perform such obligations on Landlord's or Sublessor’s behalf and at Landlord's or Sublessor’s sole cost and expense. Rent and charges shall have equitably xxxxx to the right, but not the obligation, extent necessary to cure reimburse Tenant for incurring such default itself, costs and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullexpenses.
Appears in 1 contract
Default. 18.1. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee Tenant shall fail to cure said default pay any installment of the fixed rent reserved herein within seven five (75) business days after receipt of written notice of said default from Sublessor; the date the same shall become due and payable or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default charges within ninety twenty (9020) days or such longer period as of the date the same shall be reasonably become due and payable, although no demand shall have been made for same unless required so long as the Sublessee shall be diligently pursuing such cure after receipt of written notice of said default from Sublessor; or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 dayshereunder, or if a receiverTenant shall violate or fail or neglect to keep and perform any of the terms, trusteecovenants, conditions or assignee shall be appointed for agreements herein contained on the whole or any part of the Sublessee's property, then in any of said cases, Sublessor lawfully may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed Tenant to be guilty of any manner of trespass (or Sublessor may send written notice to Sublessee of the termination of this Subleasekept and performed, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease shall terminate. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Sublessee being evicted or dispossessed for any cause, or in the event Sublessor terminates this Sublease as provided in this Article. The Sublessee shall be liable for a 5% late charge applicable to any amounts due under this Sublease, which are not paid within seven (7) business days from the date of the notice of default.
18.2. In the case of such termination, Sublessee will indemnify and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and the expiration of the term of this Sublease. Sublessor shall reasonably perform its legal obligation to relet the premises for such term as the Sublessor shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred by Sublessor in connection with obtaining possession of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first to the foregoing expenses and then to the than payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses same is not cured or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than corrected within thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that (unless the same cannot be rectified or cured within such thirty (30) days in which event Tenant shall have commenced to cure the same within said 30 day periodperiod and diligently prosecutes the cure to completion), or if Tenant shall make an assignment of assets for benefit of creditors or file a voluntary petition in bankruptcy or be adjudicated bankrupt or insolvent, or if an involuntary petition in bankruptcy or for receivership be instituted against Tenant and the same not be dismissed within sixty (60) days of the filing thereof, then, and in each and every such event, and at all times thereafter, at the option of Landlord, Tenant's right of possession of the Leased Premises and to reenter same and expel or remove Tenant and any other person who may be occupying said Leased Premises or any part thereof and any personal property or trade fixtures located therein without demand of rent or demand of possession, any notice to quit or of intention to re-enter being hereby expressly waived by Tenant. In the event of such re-entry by process of law or otherwise, Tenant agrees to and shall remain liable for any and all damage, deficiency or loss of rent which Landlord may sustain by such re-entry; and in such case Landlord reserves full power, which is hereby acceded by Tenant, to re-let the Leased Premises for the benefit of Tenant, in liquidation and discharge, in whole or in part, as the case may be, of the liability of Tenant under the terms and provisions of this Lease. If Tenant becomes the subject debtor in a case pending under the Federal Bankruptcy Code, Landlord's fight to terminate this Lease under this paragraph shall be subject to the applicable rights, if any, of the Trustee in Bankruptcy Code. The failure of the Trustee to effect such assumption or assignment hereof within the applicable time period provided in the Federal Bankruptcy Code shall
(a) Tenant's gross receipts in the ordinary course of its business during the thirty (30) days immediately preceding the initiation of the case under the Federal Bankruptcy Code must be at least two (2) times greater than the next payment of rent due under this Lease, (b) both the average and median of Tenant's monthly gross receipts in the ordinary course of business during the six (6) months immediately preceding initiation of the case under Federal Bankruptcy Code must be at least two (2) times greater than the next payment of rent due under this Lease, (c) Tenant must pay to Landlord all rentals and other sums payable by Tenant hereunder including also therein its share (as estimated by Landlord) of the cost of all services provided by Landlord (whether directly or through agents or contractors, and whether or not the cost of such services, and (d) the Tenant must agree (by writing delivered to Landlord) that the Tenant's business liquidating sales, auctions, or other non-first class business operations shall be conducted on the Leased Premises, and that the use of the Leased Premises as stated in this lease will remain unchanged, and that the assumption or assignment of this Lease will not violate or affect the rights of other tenants in the building. In the event Tenant is unable to (i) cure its defaults, (ii) reimburse Landlord for its monetary damages, (iii) pay the rents due under this Lease or any other payments required of Tenant under this Lease on time, or (iv) meet the criteria and obligations imposed by (a) through (d) above in this paragraph 23, then Tenant hereby agrees in advance that it has not met its burden to provide adequate assurance of future performance, and this Lease may be terminated by Landlord in accordance with this paragraph. Should the Trustee fail to comply with the provisions of the Federal Bankruptcy Code governing the assumption or assignment of this Lease or should the Trustee reject this Lease then Landlord shall have the right to terminate this Lease by giving thirty (30) days prior written notice to Tenant. The provisions of this paragraph shall apply not only to a Trustee in Bankruptcy but also to Tenant as a Debtor In Possession Under the Federal Bankruptcy Code. Landlord's pursuit of any remedy herein provided shall not preclude pursuit of any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of Tenant of any of the terms, covenants, conditions or agreements of this Lease. In addition to the foregoing, upon such default, at Landlord's option, the entire amount of the rent then remaining to be paid under this Lease shall become due and payable provided, that Landlord's damages shall be such a sum as at the time of such default on the part of Tenant represents the amount of excess, if any, of the then present value of the total fixed annual rent which would have accrued to Landlord under this Lease for the remainder of the Lease term if the Lease term had been fully complied with by Tenant for the balance of the Lease term over and above the then present rental value of the Leased Premises for the balance of the Lease term, such present values to be determined using an interest rate at the then current federal 30 year Treasury rate, and any tenant improvements, commissions and other procurement costs. No waiver by Landlord of any violation or breach of any of the terms, covenants, conditions or agreements of this Lease shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, covenants, conditions or agreements hereof; and no provision of this Lease shall be deemed to have been waived by Landlord unless such waiver shall be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installments of rent herein stipulated shall be deemed to be rectified other than on account of the earliest stipulated rent nor shall any endorsement or cured if Sublessorstatement on any check or any letter accompanying any check or payment of rent be deemed an accord and satisfaction, within and Landlord may accept such thirty check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease. In no event shall (30leasing company/lender) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completedrecorded any financing statements, Uniform Commercial Code filings or their equivalents in connection with this Agreement which affect or otherwise impair title to Landlord's fixtures and real or personal property located on the Property. Upon any default Tenant, upon default, agrees to pay all reasonable costs and expenses actually incurred and paid by Landlord in the enforcement of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and Landlord's rights hereunder including all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In the event Sublessor fails to cure the default within ten (10) days after delivery of such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default shall be offset against the Base Rent next coming due until satisfied in fullreasonable attorney's fees.
Appears in 1 contract
Default. 18.1. A. If Sublessee shall default in the payment of rent or other payments required of Sublessee, and if Sublessee Tenant shall fail to cure said pay rent or any other sum payable to Landlord hereunder when due, and such default shall continue for five (5) days after written notice thereof by Landlord, or if Tenant shall fail to perform or observe any of the other covenants, terms or conditions contained in this Lease within seven fifteen (715) business days after receipt of written notice of said default from Sublessor; or if Sublessee shall default in the performance or observance of any other agreement or condition on its part to be performed or observed, and if Sublessee shall fail to cure said default within ninety (90) days or such longer period as shall be is reasonably required so long as the Sublessee shall be to correct any such default, provided Tenant promptly commences and diligently pursuing such continues to effectuate a cure (but in any event within thirty (30) business days) after receipt of written notice of said default from Sublessor; thereof by Landlord, or if any person shall levy upon, or take Sublessee's leasehold interest or any part hereof, upon execution, attachment, or their process of law; or if Sublessee shall make an assignment of its property for the benefit of creditors; or if Sublessee shall file voluntary bankruptcy; or if any bankruptcy or insolvency proceedings shall be commenced by Sublessee or an involuntary bankruptcy shall be filed against the Sublessee which remains undischarged for a period of 60 daysevents specified in Section 13 occur, or if a receiverTenant vacates or abandons the Demised Premises during the term hereof or removes or manifests an intention to remove any of Tenant’s goods or property therefrom other than in the ordinary and usual course of Tenant’s business and ceases to pay rent or, trustee, or assignee if Tenant shall be appointed for fail to commence business in the whole or any part Demised Premises upon the commencement of the Sublessee's propertyterm hereof, then then, and in any of said casescases (notwithstanding any prior breach of covenant or waiver thereof in a prior instance), Sublessor lawfully Landlord, in addition to all other rights and remedies available to it by law or equity or by any other provisions hereof, may upon seven days notice or if such notice shall adversely affect the rights of the Sublessor in any bankruptcy or receivership, then immediately, or at any time thereafter, and without further notice of demand, enter into and :
(i) upon the Subleased Premises, or any part hereof in the name of the whole, and hold the Subleased Premises as if this Sublease had not been made, and expel Sublessee and those claiming under it, and remove its or their property without being taken or deemed to be guilty of any manner of trespass three (or Sublessor may send 3) days’ prior written notice to Sublessee Xxxxxx, declare to be immediately due and payable, on account of the termination rent and other charges herein reserved for the balance of this Sublease, and upon entry as aforesaid (or in the event that Sublessor shall sent to Sublessee notice of termination as above provided, on the fifth (5th) day next following the date of the sending of the notice), the term of this Sublease Lease (taken without regard to any early termination of said term on account of default), a sum equal to the Accelerated Rent Component (as hereinafter defined), and Tenant shall terminate. Sublessee remain liable to Landlord as hereinafter provided; and/or
(ii) whether or not Landlord has elected to recover the Accelerated Rent Component, terminate this Lease on at least five (5) days’ prior written notice to Tenant and, on the date specified in said notice, this Lease and the term hereby expressly waives any demised and all rights of redemption granted by or under any present or future laws Tenant hereunder shall expire and terminate and Tenant shall thereupon quit and surrender possession of the Demised Premises to Landlord in the event condition elsewhere herein required and Tenant shall remain liable to Landlord as hereinafter provided.
B. For purposes hereof, the Accelerated Rent Component shall mean the aggregate of:
(1). all rent and other charges, payments, costs and expenses due from Tenant to Landlord and in arrears at the time of Sublessee being evicted the election of Landlord to recover the Accelerated Rent Component;
(2). the minimum rent reserved for the then entire unexpired balance of the term of this Lease (taken without regard to any early termination of the term by virtue of any default), plus all other charges, payments, costs and expenses herein agreed to be paid by Tenant up to the end of said term which shall be capable of precise determination at the time of Landlord’s election to recover the Accelerated Rent Components less any rent reduction to be provided in accordance with sections D(1) and (2) below; and
(3). Xxxxxxxx’s good faith estimate of all charges, payments, costs and expenses herein agreed to be paid by Tenant up to the end of said term which shall not be capable of precise determination as aforesaid (and for such purposes no estimate of any component of additional rent to accrue pursuant to the provisions of Article 4 hereof shall be less than the amount which would be due if each such component continued at the highest monthly rate or dispossessed for amount in effect during the twelve (12) months immediately preceding the default).
C. In any causecase in which this Lease shall have been terminated, or in any case in which Landlord shall have elected to recover the event Sublessor terminates Accelerated Rent Component and any portion of such sum shall remain unpaid, Landlord may, without further notice, enter upon and repossess the Demised Premises, by an action for ejectment or otherwise to dispossess Tenant and remove Tenant and all other persons and property from the Demised Premises and may have, hold and enjoy the Demised Premises and the rents and profits therefrom. Landlord, may, in its own name, as agent for Tenant, if this Sublease Lease has not been terminated, or in its own behalf, if this Lease has been terminated, relet the Demised Premises or any part thereof for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such terms (which may include concessions or free rent) as provided Landlord in this Articleits sole discretion may determine. The Sublessee Landlord may, in connection with any such reletting, cause the Demised Premises to be redecorated, altered, divided, consolidated with other space or otherwise changed or prepared for reletting. No reletting shall be liable for deemed a 5% late charge applicable surrender and acceptance of the Demised Premises. In accordance with Section 505.1 (b) of the Pennsylvania Landlord and Tenant Act, as amended, Tenant shall have ten (10) days after Landlord has repossessed the Demised Premises to advise Landlord regarding Xxxxxx’s intent to remove any amounts due under this Sublease, which are not paid within seven (7) business days personal property from the date Demised Premises. If Tenant does not advise Landlord within such ten (10) day period, Landlord may, at Landlord’s sole discretion, dispose of the notice of defaultall such personal property.
18.2. In the case X. Xxxxxx shall, with respect to all periods of such termination, Sublessee will indemnify time up to and pay to Sublessor each month, or such other period elected by the Sublessor against all loss of rent, and all costs, expenses of any kind incurred by Sublessor by reason of such termination, between the time of termination and including the expiration of the term of this Sublease. Sublessor Lease (or what would have been the expiration date in the absence of default or breach) remain liable to Landlord as follows:
(1) In the event of termination of this Lease on account of Tenant’s default or breach, Tenant shall reasonably perform its remain liable to Landlord for damages equal to the rent and other charges payable under this Lease by Tenant as if this Lease were still in effect, less the net proceeds of any reletting after deducting all costs incident thereto (including without limitation all repossession costs, brokerage and management commissions, operating and legal obligation expenses and fees, alteration costs and expenses of preparation for reletting) and to relet the premises for extent such term as the Sublessor damages shall determine, without releasing Sublessee from Sublessee's liability whatsoever. The Sublessee shall be liable for any expenses incurred not have been recovered by Sublessor in connection with obtaining possession Landlord by virtue of payment by Tenant of the Subleased Premises, with removing from the Subleased Premises property of Sublessee and persons claiming under it Accelerated Rent Component (including warehouse charges), with putting the Subleased Premises into a condition reletting similar to its condition at the commencement of this Lease, reasonable wear and tear excepted, and with any reletting, including, but without limitation, reasonable attorneys' fees and brokers' fees. Any monies collected from any reletting shall be applied first prejudice to the foregoing expenses and then to the payment of rent and all other payments due from Sublessee to Sublessor. The Sublessor shall, commensurate with any demand for payment of any of the above as to expenses or rent, provide the Sublessee with an itemization of all such items as a condition to the Sublessee's obligations to make payment. If Sublessor shall be in default in the prompt and full performance of any other of its promises, covenants, or agreements contained in this Sublease and such default in performance continues for more than thirty (30) days after written notice thereof from Sublessee to Sublessor specifying the particulars of such default or breach of performance provided, however, that if the default complained of, is of such a nature that the same cannot be rectified or cured within such thirty (30 day period, then such default shall be deemed to be rectified or cured if Sublessor, within such thirty (30) day period, shall have commenced such cure and shall continue thereafter with due diligence to cause such cure to be completed. Upon any default of this Sublease by Sublessor, Sublessee shall be entitled to pursue any and all remedies available to Sublessee at law or in equity, including, without limitation, the right of self- help. In Landlord to demand and receive the event Sublessor fails to cure the default within ten (10) days after delivery of Accelerated Rent Component), such notice, Sublessee shall have the right, but not the obligation, to cure such default itself, and the costs incurred by Sublessee in curing such default damages shall be offset against payable to Landlord monthly upon presentation to Tenant of a bill for the Base Rent next coming due until satisfied in fullamount due.
Appears in 1 contract
Samples: Office Lease (Alteva, Inc.)
