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Common use of Emergency Power Clause in Contracts

Emergency Power. (a) Provided that the Tenant is Wescom Solutions Inc. or a Permitted Transferee and the Tenant is leasing directly from the Landlord not less than ninety thousand (90,000) square feet of Rentable Area in the Building, the Tenant shall be entitled, at its cost, to upgrade the Tenant’s capacity for uninterrupted power supply by the installation of a diesel generator back up system providing reasonable back up power capacity to the Tenant, and all associated equipment, such as diesel fuel piping, fuel storage tanks, electrical equipment, etc. (the “Generator”), to be placed in an area on the roof of the Building approved by the Landlord, acting reasonably but in the Landlord’s sole discretion, provided: (i) the Tenant complies with all Applicable Laws, inclusive of Environmental Laws; (ii) the Tenant receives the Landlord’s prior written approval which approval shall not be unreasonably withheld or delayed; and (iii) the Tenant executes and complies with the Landlord’s standard form of generator licence agreement, subject to reasonable amendments requested by the Tenant which are acceptable to the Landlord, acting reasonably. (b) The Tenant acknowledges and agrees that it shall: (i) use a company approved by the Landlord, acting reasonably, to operate and maintain the Generator; (ii) the Generator shall be operated and maintained in accordance with the Landlord’s reasonable rules and regulations; (iii) the Tenant shall enter into, at its cost, a contract for the maintenance, servicing and repair of the Generator; (iv) the Tenant shall provide the Landlord, upon the Landlord’s written request, evidence of said maintenance contract and shall immediately attend to any maintenance, repairs and/or replacements requested by the Landlord, acting reasonably; and (v) at the end of the Term, the Tenant shall, at its cost, using the Landlord’s contractors, remove the Generator and repair any damage to the Building, inclusive of the roof and/or any Structural components of the Building, caused by the installation and/or removal of the Generator. (c) The Tenant shall not pay any rent or fee for the space occupied by the Generator and the Landlord shall provide, if there is space in the risers, adequate riser access in existing riser shafts for the Tenant’s supply/return fuel piping. The Tenant shall not be entitled to access the Landlord’s main fuel lines serving the Building. All of the provisions relating to the non-liability of the Landlord and the indemnity by the Landlord of the Tenant contained in this Lease shall apply, mutatis mutandis, to the Generator and the Tenant shall be responsible for the cost of any increases in any policy of insurance obtained and maintained by the Landlord if such increase is related to the Generator. (d) Notwithstanding the foregoing, the Tenant’s ability to install the Generator shall be subject further to: (i) the Tenant obtaining the approval of the Ministry of Energy and the Environment and any other governmental authorities having jurisdiction over the installation and/or operation of emergency power generators and the Tenant’s delivery of same to the Landlord; and (ii) the Tenant delivering to the Landlord all plans and specifications for the Generator and the Tenant implementing any reasonably required changes recommended by the Landlord’s base Building structural engineer and mechanical engineer, which approval the Landlord shall ensure that any such recommendations are delivered to the Tenant within fifteen (15) business days after the Landlord’s receipt of the foregoing plans. (e) Notwithstanding anything to the contrary contained in the foregoing, the Landlord may, at its option, require that the Tenant retain and/or utilize the Landlord’s general contractor to install the Generator as herein described (the “Generator Work”), in which case the Landlord shall provide the Tenant with a detailed cost estimate for such work (the “Landlord’s Generator Estimate”). If the Tenant, acting reasonably, is of the opinion that the Landlord’s Generator Estimate exceeds the fair market value of the Generator Work to be performed, then the Tenant may submit for the Landlord’s approval, which approval shall not be unreasonably withheld or delayed, a detailed cost estimate for said Generator Work (the “Tenant’s Generator Estimate”). If the Landlord, acting reasonably, does not approve the Tenant’s general contractor to complete the Generator Work based on the Tenant’s Generator Estimate and the Landlord’s Generator Estimate is within five percent (5%) of the Tenant’s Generator Estimate, the Landlord shall be entitled to insist that the Generator Work be completed by the Landlord’s general contractor based on the Landlord’s Generator Estimate. (f) If the Landlord, acting reasonably, does not approve the Tenant’s general contractor to complete the Generator Work based on the Tenant’s Generator Estimate and the Landlord’s Generator Estimate is in excess of the Tenant’s Generator Estimate by greater than five percent (5%), then, either party shall be entitled, by written notice to the other, to have the matter determined by an expert in accordance with the dispute settlement clause set out in Section 8 of this Schedule “H”. (g) The Tenant may, in its sole and absolute discretion, in lieu of installing the Generator pursuant to paragraph (a) above, elect to pay the amount indicated in the estimate for the Generator Work ultimately agreed to pursuant to subsections (e) and/or (f) above in full and final satisfaction of its obligations relating to such Generator Work, and upon Landlord’s receipt of same, the Tenant shall be released and forever discharged from any and all debts, duties, covenants, indemnities, damages, liabilities, losses, claims or demands of any kind whatsoever in connection with such Generator Work.

Appears in 2 contracts

Samples: Lease (PointClickCare Corp.), Lease (PointClickCare Corp.)

Emergency Power. (a) Provided Tenant shall have the right, upon and subject to the terms of the Work Letter and this Lease, to install one (1) seven hundred fifty (750) kilowatt emergency generator (it being understood that the Tenant is Wescom Solutions Inc. or to install a Permitted Transferee and the Tenant generator that is leasing directly from the Landlord not less than ninety thousand two hundred fifty (90,000250) square feet of Rentable Area in the Buildingkilowatts), the Tenant shall be entitledassociated fuel tanks and a fuel distribution system (collectively, at its cost, to upgrade the Tenant’s capacity for uninterrupted power supply by the installation of a diesel generator back up system providing reasonable back up power capacity to the Tenant, and all associated equipment, such as diesel fuel piping, fuel storage tanks, electrical equipment, etc. (the “Generator”), to for Tenant’s emergency power requirements. The Generator shall be placed in an area installed on the roof of the Building approved by the Landlord, acting reasonably but a single pad in the Landlord’s sole discretionlocation shown on Exhibit Q attached hereto (the area(s) where the Generator shall be located shall be referred to herein collectively as the “Generator Area”), provided: it being understood that (i) Tenant may only use the Tenant complies with all Applicable Laws, inclusive Generator Area for the installation and operation of Environmental Laws; the Generator and (ii) if Tenant installs a generator that is less than five hundred (500) kilowatts, then the Generator Area shall be adjusted proportionally. Tenant receives shall install the Generator in the Generator Area as part of Tenant’s Initial Alterations, and in any event, within six (6) months after the date that is the earlier to occur of (x) the Rent Commencement Date or (y) the date that Tenant occupies any portion of the Premises for the conduct of its business, time being of the essence (it being agreed that if Tenant does not install the Generator in the Generator Area prior to the expiration of such six (6) month period, then Tenant shall have no further rights under this Section 10.18). Tenant shall engineer the Generator in accordance with good engineering practices and in such a manner so that the Generator Area is efficiently utilized so as to not to waste any material portion thereof. Tenant may at its expense install a fence or other protective device around the Generator, which fence or other protective device shall be subject to the reasonable approval of Landlord as to design, location and appearance. Tenant at its expense shall diligently service, repair, and maintain the Generator. In the performance of any repair, maintenance, removal and/or any other work with respect to the Generator, Tenant shall comply with all applicable provisions of this Lease. Subject to Landlord’s prior written reasonable approval which approval and at Tenant’s sole cost and expense, Tenant shall not be unreasonably withheld or delayed; and (iii) permitted to use a crane to install and replace the Generator in the Generator Area through the side of the Building, and Landlord shall reasonably cooperate with Tenant executes and complies with the Landlord’s standard form of generator licence agreement, subject to reasonable amendments requested by the in connection therewith. Tenant which are acceptable to the shall reimburse Landlord, acting reasonablyas Additional Rent within thirty (30) days after receipt by Tenant of an invoice therefor, for all actual reasonable out-of-pocket costs and expenses incurred by Landlord in connection with any such installation or replacement. (b) The In the event Tenant acknowledges installs a Generator as provided above, Tenant shall pay to Landlord in equal monthly installments, as Additional Rent, twenty-five thousand dollars ($25,000) per year (such sum to be increased each year after the Commencement Date by the percentage increase in the CPI, if any) throughout the remainder of the Term, not later than thirty (30) days following Tenant’s receipt of Landlord’s invoice and demand therefor. (c) Tenant shall comply in all material respects with all Legal Requirements applicable to the Generator. Tenant shall obtain and maintain, at Tenant’s sole cost and expense, all licenses and permits required for the installation, maintenance, replacement and operation of the Generator. Landlord agrees to cooperate with Tenant in connection with the obtaining and maintaining by Tenant of all such licenses and permits, provided that Tenant shall pay as Additional Rent all reasonable out-of-pocket third party costs incurred by Landlord in connection with such cooperation. (d) Tenant agrees that it shall: (i) use a company approved by the Landlord, acting reasonably, to operate and maintain the Generator; (ii) all testing of the Generator shall be operated and maintained performed on Sunday (or during other non-Business Hours reasonably acceptable to Landlord; it being agreed that Landlord shall reasonably cooperate with Tenant in accordance with the event that Tenant needs to test the Generator during Business Hours in an emergency situation, but Landlord shall not be obligated to permit such test if the same would, in Landlord’s reasonable rules judgment, interfere with operation of the Building or interfere with or disturb other tenants or occupants of the Building in any material respect for any material period of time) by a testing company reasonably acceptable to Landlord upon at least five (5) Business Days’ prior notice to Landlord, except if otherwise prohibited or required by Legal Requirements and/or any applicable Governmental Authority. Tenant upon and regulations;subject to all of the terms of this Lease and the Work Letter, shall install appropriate soundproofing in the Generator Area so as to minimize (to the reasonable satisfaction of Landlord) the emanation of any noises from the Generator in connection with the testing and/or operation thereof. Should Landlord determine that noise is emanating from the Generator in violation of the terms set forth above, Tenant agrees at its expense to xxxxx the same as soon as may be reasonably practicable following written notification from Landlord. (iiie) Landlord shall have no liability to Tenant for any loss, damage or expense which Tenant may sustain or incur by reason of any change, failure, inadequacy or defect in the supply or character of the fuel furnished to the Generator or in the operation and maintenance of the Generator or if the quantity or character of the fuel is no longer available or suitable for Tenant’s requirements, except for any actual damage suffered by Tenant by reason of any such failure, inadequacy or defect caused by Landlord’s negligence or willful misconduct. Except if caused by Landlord’s negligence or willful misconduct and subject to Section 11.4 hereof, Tenant shall enter intohold Landlord harmless from any loss, at its costdamage, a contract for the maintenanceclaim or expense arising out of Tenant’s installation, servicing and repair of the Generator; (iv) the Tenant shall provide the Landlord, upon the Landlord’s written request, evidence of said maintenance contract and shall immediately attend to any maintenance, repairs and/or replacements requested by the Landlord, acting reasonably; and (v) at the end of the Term, the Tenant shall, at its cost, using the Landlord’s contractors, remove the Generator and repair any damage to the Building, inclusive of the roof and/or any Structural components of the Building, caused by the installation and/or removal use or operation of the Generator. (cf) The Tenant shall not pay any rent or fee for be permitted, on a non-exclusive basis, to draw fuel from one of Landlord’s diesel fuel tanks which is reasonably necessary to power the space occupied by the Generator and the Generator. Landlord shall providehave no liability to Tenant for any loss, if there is space damage or expense which Tenant may sustain or incur by reason of any change, failure, inadequacy or defect in the risers, adequate riser access in existing riser shafts for the Tenant’s supply/return fuel piping. The Tenant shall not be entitled to access the Landlord’s main fuel lines serving the Building. All supply or character of the provisions relating to the non-liability of the Landlord and the indemnity by the Landlord of the Tenant contained in this Lease shall apply, mutatis mutandis, diesel fuel furnished to the Generator or in the operation and maintenance of the Generator or if the quantity or character of the diesel fuel is no longer available or suitable for Tenant’s requirements. In connection with Tenant’s installation and use of the Generator, Landlord shall, at Tenant’s cost and expense (i.e., Landlord’s reasonable out-of-pocket cost) install all required fuel pumps in a pump room in the Building shown on Exhibit Q attached hereto and, for so long as Tenant maintains a generator which uses the Building’s fuel tank, Tenant shall be responsible for the cost of any increases in any policy of insurance obtained and maintained by the Landlord if such increase is related to the Generator. (d) Notwithstanding the foregoingpay, as Additional Rent, the Tenant’s ability following (within thirty (30) days after receipt of an invoice therefor) with respect to install the Generator shall be subject further tosuch generator: (i) all out-of-pocket costs and expenses relating to (A) the Tenant obtaining the approval installation of the Ministry submeter measuring the capacity of Energy fuel consumed by the Generator and (B) the Environment and any other governmental authorities having jurisdiction over construction of a riser connecting the installation and/or operation of emergency power generators and the Tenant’s delivery of same Generator to the LandlordPremises; and (ii) Landlord’s actual out-of-pocket cost for any such fuel used based upon the Tenant delivering reading of the submeter to the be installed by Landlord all plans and specifications as described in paragraph (i) above (which submeter shall only measure Tenant’s consumption of fuel for the Generator Generator) or any other industry accepted practice for measuring fuel oil usage selected by Landlord and the Tenant implementing any reasonably required changes recommended by the Landlord’s base Building structural engineer and mechanical engineer, which approval the Landlord shall ensure that any such recommendations are delivered satisfactory to the Tenant within fifteen (15) business days after the Landlord’s receipt of the foregoing plans. (e) Notwithstanding anything to the contrary contained in the foregoing, the Landlord may, at its option, require that the Tenant retain and/or utilize the Landlord’s general contractor to install the Generator as herein described (the “Generator Work”), in which case the Landlord shall provide the Tenant with a detailed cost estimate for such work (the “Landlord’s Generator Estimate”). If the Tenant, acting reasonably, is of the opinion that the Landlord’s Generator Estimate exceeds the fair market value of the Generator Work to be performed, then the Tenant may submit for the Landlord’s approval, which approval shall not be unreasonably withheld or delayed, a detailed cost estimate for said Generator Work (the “Tenant’s Generator Estimate”). If the Landlord, acting reasonably, does not approve the Tenant’s general contractor to complete the Generator Work based on the Tenant’s Generator Estimate and the Landlord’s Generator Estimate is within five percent (5%) of the Tenant’s Generator Estimate, the Landlord shall be entitled to insist that the Generator Work be completed by the Landlord’s general contractor based on the Landlord’s Generator Estimate. (f) If the Landlord, acting reasonably, does not approve the Tenant’s general contractor to complete the Generator Work based on the Tenant’s Generator Estimate and the Landlord’s Generator Estimate is in excess of the Tenant’s Generator Estimate by greater than five percent (5%), then, either party shall be entitled, by written notice to the other, to have the matter determined by an expert in accordance with the dispute settlement clause set out in Section 8 of this Schedule “H”. (g) The If during the Term, Tenant mayshall cease to cause the Generator or the Generator Area to be operational for a period of time in excess of thirty (30) days, Tenant shall, at its sole cost and expense, remove the Generator from the Generator Area within thirty (30) days after receipt of notice from Landlord to so remove the Generator, and Tenant shall have no further rights under this Section 10.18 unless Tenant (i) notifies Landlord within such thirty (30) day period of its intention to reinstitute use of the Generator or replace same, (ii) takes significant steps to reinstitute use of the Generator or replace same within sixty (60) days after delivery by Tenant of such notice, (iii) actually reinstitutes use of the Generator or replaces same within ninety (90) days after delivery by Tenant of such notice and (iv) appropriate space is then available, in its sole and absolute discretionLandlord’s reasonable judgment, in lieu of installing the Generator Area. In no event may Tenant use the Generator Area for any purpose other than for the installation and operation of the Generator. (h) Landlord shall provide adequate shaft and riser space, in a location to be designated by Landlord, for the installation of the conduit risers (power and control) from the Generator Area to the Premises. Allocated shaft and riser space shall be based upon (i) the kilowatt rating of the installed Generator (including allowance for increase in power conductor size and quantity due to voltage drop), and (ii) installation of cable support boxes with adequate access. (i) The rights granted in this Section 10.18 are given in connection with, and as part of the rights created under, this Lease and are not separately transferable or assignable except to Tenant’s permitted assignees. The rights granted pursuant to paragraph (a) above, elect to pay this Section 10.18 shall terminate upon the amount indicated in expiration or sooner termination of this Lease. Tenant shall not sell any services arising out of the estimate for use of the Generator Work ultimately agreed to pursuant (i) any other tenant or occupant of the Building or (ii) the general public. Nothing contained in this Section 10.18 shall obligate Tenant to subsections (e) and/or (f) above in full and final satisfaction devote any portion of its obligations relating the emergency power from the Generator to such Generator Work, and upon Landlord’s receipt the operation of same, the Tenant shall be released and forever discharged from any and all debts, duties, covenants, indemnities, damages, liabilities, losses, claims or demands of any kind whatsoever in connection with such Generator WorkBuilding Systems.

Appears in 1 contract

Samples: Lease Agreement (MSCI Inc.)

Emergency Power. (a) Provided that the Tenant is Wescom Solutions Inc. or a Permitted Transferee and the Tenant is leasing directly from the Landlord not less than ninety thousand (90,000) square feet of Rentable Area in the Building, the Tenant shall be entitledhave the right, at its costupon and subject to the terms of the Work Letter and this Lease, to upgrade the Tenant’s capacity for install an emergency generator, an uninterrupted power supply by the installation of system, associated fuel tanks and a diesel generator back up fuel distribution system providing reasonable back up power capacity to the Tenant(collectively, and all associated equipment, such as diesel fuel piping, fuel storage tanks, electrical equipment, etc. (the “Generator”), for Tenant’s emergency power requirements, it being understood that no rent shall be due and payable hereunder with respect to the Generator Area. The Generator shall be placed installed on a single pad in an area a location reasonably acceptable to Landlord on the fourth (4th) floor of the Building (the area(s) where the Generator shall be located shall be referred to herein collectively as the “Generator Area”) (the possible location of the Generator Area are shown on Exhibit T attached hereto). Until such time as Tenant has installed the Generator in the Generator Area, but subject to the terms of this Lease and any applicable Legal Requirements and insurance requirements for the Building and any reasonable rules and regulations adopted by Landlord from time to time with respect thereto, Tenant may use the Generator Area to store Tenant’s personal property. If the Generator Area shall include a portion of the roof of the Building approved by Building, it shall be agreed that Tenant at its expense shall install a fence or other protective device around the LandlordGenerator, acting reasonably but in which fence or other protective device shall be subject to the Landlord’s sole discretionreasonable approval of Landlord as to design, provided: (i) location and appearance. Tenant at its expense shall diligently service, repair, and maintain the Generator. In the performance of any repair, maintenance, removal and/or any other work with respect to the Generator, Tenant complies shall comply with all Applicable Laws, inclusive applicable provisions of Environmental Laws; (ii) the Tenant receives the Landlord’s prior written approval which approval shall not be unreasonably withheld or delayed; and (iii) the Tenant executes and complies with the Landlord’s standard form of generator licence agreement, subject to reasonable amendments requested by the Tenant which are acceptable to the Landlord, acting reasonablythis Lease. (b) The Tenant acknowledges shall comply in all material respects with all Legal Requirements applicable to the Generator. Tenant shall obtain and maintain, at Tenant’s sole cost and expense, all licenses and permits required for the installation, maintenance, replacement and operation of the Generator. Landlord agrees to cooperate with Tenant in connection with the obtaining and maintaining by Tenant of all such licenses and permits, provided that Tenant shall pay as Additional Rent all reasonable out-of-pocket third party costs incurred by Landlord in connection with such cooperation. (c) Tenant agrees that it shall: (i) use a company approved by the Landlord, acting reasonably, to operate and maintain the Generator; (ii) all testing of the Generator shall be operated and maintained performed on Sunday (or during other non-Business Hours reasonably acceptable to Landlord; it being agreed that Landlord shall reasonably cooperate with Tenant in accordance with the event that Tenant needs to test the Generator during Business Hours in an emergency situation, but Landlord shall not be obligated to permit such test if the same would, in Landlord’s reasonable rules judgment, interfere with operation of the Building or interfere with or disturb other tenants or occupants of the Building in any material respect for any material period of time) by a testing company reasonably acceptable to Landlord upon at least five (5) Business Days’ prior notice to Landlord, except if otherwise prohibited or required by Legal Requirements and/or any applicable Governmental Authority. Tenant upon and regulations;subject to all of the terms of this Lease and the Work Letter, shall install appropriate soundproofing in the Generator Area so as to minimize (to the reasonable satisfaction of Landlord) the emanation of any noises from the Generator in connection with the testing and/or operation thereof. Should Landlord determine that noise is emanating from the Generator in violation of the terms set forth above, Tenant agrees at its expense to xxxxx the same as soon as may be reasonably practicable following written notification from Landlord. (iiid) Landlord shall have no liability to Tenant for any loss, damage or expense which Tenant may sustain or incur by reason of any change, failure, inadequacy or defect in the supply or character of the fuel furnished to the Generator or in the operation and maintenance of the Generator or if the quantity or character of the fuel is no longer available or suitable for Tenant’s requirements, except for any actual damage suffered by Tenant by reason of any such failure, inadequacy or defect caused by Landlord’s gross negligence or willful misconduct. Except if caused by Landlord’s gross negligence or willful misconduct and subject to Section 11.6 hereof, Tenant shall enter intohold Landlord harmless from any loss, at its costdamage, a contract for the maintenanceclaim or expense arising out of Tenant’s installation, servicing and repair of the Generator; (iv) the Tenant shall provide the Landlord, upon the Landlord’s written request, evidence of said maintenance contract and shall immediately attend to any maintenance, repairs and/or replacements requested by the Landlord, acting reasonably; and (v) at the end of the Term, the Tenant shall, at its cost, using the Landlord’s contractors, remove the Generator and repair any damage to the Building, inclusive of the roof and/or any Structural components of the Building, caused by the installation and/or removal use or operation of the Generator. (ce) The Tenant shall not pay any rent or fee for be permitted, on a non-exclusive basis, to draw fuel from one of Landlord’s diesel fuel tanks which is reasonably necessary to power the space occupied by the Generator and the Generator. Landlord shall providehave no liability to Tenant for any loss, if there is space damage or expense which Tenant may sustain or incur by reason of any change, failure, inadequacy or defect in the risers, adequate riser access in existing riser shafts for the Tenant’s supply/return fuel piping. The Tenant shall not be entitled to access the Landlord’s main fuel lines serving the Building. All supply or character of the provisions relating to the non-liability of the Landlord and the indemnity by the Landlord of the Tenant contained in this Lease shall apply, mutatis mutandis, diesel fuel furnished to the Generator or in the operation and maintenance of the Generator or if the quantity or character of the diesel fuel is no longer available or suitable for Tenant’s requirements. Landlord agrees to study the feasibility of the Generator utilizing the Building fuel tanks, but Landlord makes no representation or warranty as to such feasibility and Landlord shall not have liability to Tenant due to Tenant’s inability to utilize the same. In connection with Tenant’s installation and use of the Generator, Landlord shall, at Tenant’s cost and expense (i.e., Landlord’s reasonable out-of-pocket cost) install all required fuel pumps, such installation to be Competitively Bid in consultation with Tenant, and, for so long as Tenant maintains a generator which uses the Building’s fuel tank, Tenant shall be responsible for the cost of any increases in any policy of insurance obtained and maintained by the Landlord if such increase is related to the Generator. (d) Notwithstanding the foregoingpay, as Additional Rent, the Tenant’s ability following (within thirty (30) days after receipt of an invoice therefor) with respect to install the Generator shall be subject further tosuch generator: (i) all costs and expenses relating to (A) the Tenant obtaining the approval installation of the Ministry submeter measuring the capacity of Energy fuel consumed by the Generator and (B) the Environment and any other governmental authorities having jurisdiction over construction of a riser connecting the installation and/or operation of emergency power generators and the Tenant’s delivery of same Generator to the LandlordPremises (it being agreed the necessary risers connecting the fuel tank to the fourth (4th) floor of the Building have already been constructed and Tenant shall not be obligated to reimburse Landlord for such costs); and (ii) Landlord’s actual cost for any such fuel used based upon the Tenant delivering reading of the submeter to the be installed by Landlord all plans and specifications as described in paragraph (i) above (which submeter shall only measure Tenant’s consumption of fuel for the Generator Generator) or any other industry accepted practice for measuring fuel oil usage selected by Landlord and the Tenant implementing any reasonably required changes recommended by the Landlord’s base Building structural engineer and mechanical engineer, which approval the Landlord shall ensure that any such recommendations are delivered satisfactory to the Tenant within fifteen (15) business days after the Landlord’s receipt of the foregoing plans. (e) Notwithstanding anything to the contrary contained in the foregoing, the Landlord may, at its option, require that the Tenant retain and/or utilize the Landlord’s general contractor to install the Generator as herein described (the “Generator Work”), in which case the Landlord shall provide the Tenant with a detailed cost estimate for such work (the “Landlord’s Generator Estimate”). If the Tenant, acting reasonably, is of the opinion that the Landlord’s Generator Estimate exceeds the fair market value of the Generator Work to be performed, then the Tenant may submit for the Landlord’s approval, which approval shall not be unreasonably withheld or delayed, a detailed cost estimate for said Generator Work (the “Tenant’s Generator Estimate”). If the Landlord, acting reasonably, does not approve the Tenant’s general contractor to complete the Generator Work based on the Tenant’s Generator Estimate and the Landlord’s Generator Estimate is within five percent (5%) of the Tenant’s Generator Estimate, the Landlord shall be entitled to insist that the Generator Work be completed by the Landlord’s general contractor based on the Landlord’s Generator Estimate. (f) If The rights granted in this Section 10.19 are given in connection with, and as part of the Landlordrights created under, acting reasonably, does this Lease and are not approve separately transferable or assignable. The rights granted pursuant to this Section 10.19 shall terminate upon the expiration or sooner termination of this Lease. Tenant shall not sell any services arising out of the use of the Generator to (i) any other tenant or occupant of the Building or (ii) the general public; provided that Tenant’s general contractor to complete the Generator Work based on the Tenant’s Generator Estimate and the Landlord’s Generator Estimate is in excess of the Tenant’s Generator Estimate by greater than five percent (5%)permitted subtenants may use such rights, thenprovided Landlord shall not charge such subtenants any fee, either party shall be entitled, by written notice to the other, to have the matter determined by an expert in accordance with the dispute settlement clause set out in Section 8 of this Schedule “H”rent or other direct or indirect charge for such use. (g) The Tenant may, in its sole and absolute discretion, in lieu of installing the Generator pursuant to paragraph (a) above, elect to pay the amount indicated in the estimate for the Generator Work ultimately agreed to pursuant to subsections (e) and/or (f) above in full and final satisfaction of its obligations relating to such Generator Work, and upon Landlord’s receipt of same, the Tenant shall be released and forever discharged from any and all debts, duties, covenants, indemnities, damages, liabilities, losses, claims or demands of any kind whatsoever in connection with such Generator Work.

Appears in 1 contract

Samples: Lease Agreement (Moodys Corp /De/)