Destruction or Damage. (a) If the Building or the Premises are totally destroyed by storm, fire, earthquake, or other casualty, or damaged to the extent that, in Landlord's reasonable opinion the damage cannot be restored within one hundred eighty (180) days of the date Landlord provides Tenant written notice of Landlord's reasonable estimate of the time necessary to restore the damage, or if the damage is not covered by standard "all risks" property insurance and as a result Landlord elects not to restore such damage, Landlord or Tenant shall have the right to terminate this Lease effective as of the date of such destruction or damage by written notice to the other on or before thirty (30) days following Landlord's notice described in the next sentence and Rent shall be accounted for as between Landlord and Tenant as of that date. Landlord shall provide Tenant with notice within forty-five (45) days following the date of the damage of the estimated time needed to restore, and whether the loss is covered by Landlord's insurance coverage (and if not, whether Landlord nevertheless elects to restore).
(b) If the Premises are damaged by any such casualty or casualties but neither party is entitled to or neither party elects to terminate this Lease as provided in subparagraph (a) above, this Lease shall remain in full force and effect, Landlord shall notify Tenant in writing within forty-five (45) days of the date of the damage that the damage will be restored (and will include Landlord's good faith estimate of the date the restoration will be complete), in which case Rent shall xxxxx as to any portion of the Premises which is not usable, and Landlord shall restore the Premises to substantially the same condition as before the damage occurred as soon as practicable, whereupon full Rent shall recommence.
Destruction or Damage a. If the Premises or the portion of the Building necessary for Tenant's occupancy is damaged by fire, earthquake, act of God, the elements of other casualty, Landlord shall, subject to the provisions of this Article, promptly repair the damage, if such repairs can, in Landlord's opinion, be completed within (90) ninety days. If Landlord determines that repairs can be completed within ninety (90) days, this Lease shall remain in full force and effect, except that if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, employees, contractors, licensees or invitees, the Base Rent shall be abated to the extent Tenant's use of the Premises is impaired, commencing with the date of damage and continuing until completion of the repairs required of Landlord under Section 19d.
b. If in Landlord's opinion, such repairs to the Premises or portion of the Building necessary for Tenant's occupancy cannot be completed within ninety (90) days, Landlord may elect, upon notice to Tenant given within thirty (30) days after the date of such fire or other casualty, to repair such damage, in which event this Lease shall continue in full force and effect, but the Base Rent shall be partially abated as provided in Section 19a. If Landlord does not so elect to make such repairs, this Lease shall terminate as of the date of such fire or other casualty.
c. If any other portion of the Building or Project is totally destroyed or damaged to the extent that in Landlord's opinion repair thereof cannot be completed within ninety (90) days, Landlord may elect upon notice to Tenant given within thirty (30) days after the date of such fire or other casualty, to repair such damage, in which event this Lease shall continue in full force and effect, but the Base Rent shall be partially abated as provided in Section 19a. If Landlord does not elect to make such repairs, this Lease shall terminate as of the date of such fire or other casualty.
d. If the Premises are to be repaired under this Article, Landlord shall repair at its cost any injury or damage to the Building and Building Standard Work in the Premises. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of any other Leasehold Improvements and Tenant's Property. Landlord shall not be liable for any loss of business, inconvenience or annoyance arising from any repair or restoration of any portion of the Premises, Building or Project as a result...
Destruction or Damage. 11.1 In the event the Demised Premises or any portion of the Building necessary for Tenant’s occupancy are damaged by fire, earthquake, act of God, the elements or other casualty in each case insured against by Landlord’s fire and extended coverage insurance policy covering the Building and, if Landlord’s reasonable estimate of the cost of making such repairs does not exceed the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord shall forthwith repair the same if such repairs can, in Landlord’s opinion, be completed within one hundred eighty (180) days after commencement of such repairs. This Lease shall remain in full force and effect except that an abatement of Basic Rental shall be allowed Tenant for such part of the Demised Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusable to the extent Landlord is reimbursed therefor by loss of rental income or other insurance. If such repairs cannot, in Landlord’s opinion, be made within one hundred eighty (180) days, or if such damage or destruction is not insured against by Landlord’s fire and extended coverage insurance policy covering the Building or if Landlord’s reasonable estimate of the cost of making such repairs exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord may elect, in its sole and absolute discretion, upon notice to Tenant within thirty (30) days after the date of such fire or other casualty, to repair or restore such damage, in which event this Lease shall continue in full force and effect, but the Basic Rental shall be partially abated as provided in this Section 11.1. If Landlord elects not to make such repairs, this Lease shall terminate as of the date of such election by Landlord.
11.2 Tenant shall carry casualty insurance in an amount not less that the full replacement value of its personal property, equipment and inventory as well as any tenant improvements.
Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreement.
Destruction or Damage. In the event any of the Property is damaged or destroyed prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction (a) is an insured casualty, and (b) would cost less than Two Million and No/100 Dollars ($2,000,000.00) to repair or restore; and then this Agreement shall remain in full force and effect, and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy and all sums collected by Seller under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing which shall belong to Seller) less all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”), and Seller shall assign to Buyer all of Seller’s right, title and interest in and to all proceeds of any insurance on account of such damage or destruction that remain uncollected (including loss of rents insurance attributable to the period on and after Closing, if available and assignable). In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed Two Million and No/100 Dollars ($2,000,000.00), or the casualty is an uninsured casualty then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of a written election notice (the “Election Notice”) and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured...
Destruction or Damage. In the event of partial or total destruction of the Property or improvements by fire or other casualty, the Landlord shall, as promptly as practicable, repair, reconstruct or replace the portions of the Property or the improvements destroyed in a good and workmanlike manner so as to provide for the continuation of the Tenant’s use of the Property for the permitted use, subject to the provisions hereof. During the period of repairs or restoration, this Lease shall continue in full force and effect and there shall be no abatement of Rent. If (i) the Property or improvements are so extensively destroyed by fire or other casualty so as to render the Property unsuitable for the Tenant’s use of the Property in the same manner as the Tenant’s use of the Property at the time of such fire or other casualty, and (ii) the Landlord’s contractor has notified Landlord that it estimates that the period of time required to repair, reconstruct or replace the portions of the Property or improvements destroyed, so as to provide for the continuation of the Tenant’s use in the same manner as the Tenant’s use of the Property at the time of such fire or other casualty, shall exceed one hundred eighty (180) days, then the Tenant may terminate this Lease by turning over any and all insurance proceeds related to the Property to Landlord and giving written notice to the Landlord within ninety (90) days after the date of such destruction. In the event of termination pursuant to this Section, this Lease shall terminate as of, and Rent shall be appropriately apportioned through and abated from and after, the first rental payment date occurring after the delivery of the notice of termination. If the Tenant has the option to terminate this Lease pursuant to this Section but elects not to so terminate, there shall be no abatement of Rent, and the Landlord shall, as promptly as practicable, repair, reconstruct or replace the portions of the Property or the improvements destroyed in a good and workmanlike manner so as to provide for the continuation of the Tenant’s use of the Property for the permitted use.
Destruction or Damage. 8 12. Insurance ............................ 8 13. Subrogation .......................... 9 14. Indemnification ...................... 10
Destruction or Damage. A. In the event that the Demised Premises shall be destroyed or damaged or injured by fire or casualty during the term of this Lease, whereby all or a part thereof shall be rendered untenatable, then the LANDLORD shall have the right, to be exercised by notice to TENANT within ten (10) days after casualty, to render such premises tenatable by repairs within 90 days therefrom subject to extension for delays faced by LANDLORD due to adjustment of insurance proceeds, labor trouble, governmental controls, so-called acts of God, or any other cause beyond LANDLORD’s reasonable control. If said Premises are not rendered tenatable within said time, it shall, be optionable with either party hereto cancel this lease, by written notice to the other, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty and paid rent refunded.
B. No damages, compensation, or claim shall be payable by the LANDLORD for inconvenience, loss of business, or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the building pursuant to this paragraph. If the LANDLORD exercises its rights to restore the Premises, then LANDLORD shall use its best efforts not to unreasonably interfere with the TENANT’s use and occupancy. Notwithstanding anything to the contrary, the LANDLORD shall not be liable for damages or claims if it is unable to obtain insurance.
C. Notwithstanding any of the provisions of the foregoing, if the LANDLORD or the holder of any superior mortgage, as defined hereafter is unable to collect all of the insurance proceeds, if any, applicable to the damage or destruction of the Demised Premises or of the building by fire or some other casualty or cause, by reason of some action or inaction on the part of the TENANT, its agents, employees, or contractors then without prejudice to any other of LANDLORD’s remedies available against TENANT, there shall be no abatement of the rent due for TENANT to the extent of the uncollected insurance proceeds, if any.
D. LANDLORD will not carry separate insurance of any kind covering TENANT’s property. The LANDLORD shall not be liable for the repair of any damage or the replacement of TENANT’s property.
Destruction or Damage. In the event that prior to the Closing Date any portion of the Improvements shall be damaged or destroyed by fire or other casualty, Seller shall immediately give Purchaser notice of such occurrence. If the amount of damage caused by such fire or casualty shall exceed $350,000.00 (as determined by an insurance adjuster selected by Seller) Purchaser may, within fifteen (15) days after receipt of such notice, elect to (a) terminate this Agreement, in which event the Deposit shall be returned promptly to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) Close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until after Purchaser makes such election), and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to equal amount of any deductible under such policy. Failure to give such notice within such time shall be conclusive evidence that Purchaser has elected the option contained in subsection (b) of this Section 6.1. In the event that the amount of damage caused by such fire or casualty is less than $350,000.00 (as determined by an insurance adjuster selected by Seller), Purchaser may not elect to terminate this Agreement and shall Close the transaction contemplated hereby as scheduled, and Seller shall assign to Purchaser at Closing all rights under Seller's insurance policy to collect insurance proceeds for such destruction or damage and loss of rents, and Purchaser shall receive a credit against the Purchase Price equal to the amount of any deductible under such policy.
Destruction or Damage. 8 Article 20
