Events of Default by Landlord. A. The following shall be deemed Events of Default by Landlord under the terms of this Lease: 1. Failure to comply with any material term, provision, or covenant of this Lease obligating Landlord, including without limitation Landlord's obligations under Sections 6 and 9, within any applicable cure periods; and 2. Failure of Landlord to comply with applicable laws, ordinances, or similar governmental regulations applicable to the Building whereby such failure adversely affects Tenant and/or Tenant's business operations at the Premises. B. Upon an Event of Default by Landlord, Tenant's exclusive remedy shall be an action for damages (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord). Prior to any such action, Tenant shall give Landlord written notice specifying such default with particularity, and Landlord shall, upon receipt of said notice, have thirty (30) days in which to cure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of Tenant's possession of the Premises and not thereafter. Tenant acknowledges and agrees that all liability of Landlord under this Lease or arising out of the relationship of the parties created thereby shall be limited to the insurance coverage described in this paragraph and Landlord's interest in the Building and Property and any judgments rendered against Landlord shall be satisfied solely out of the insurance proceeds and the proceeds of sale of its interest in the Building and Property as received by Landlord. No personal judgment shall lie against Landlord upon extinguishment of its rights in the Building and Property, and any judgment so rendered shall not give rise to any right of execution or levy against Landlord's assets. The provisions hereof shall inure to Landlord's successors and assigns. C. Notwithstanding the foregoing, Landlord shall maintain at least $2,000,000.00 in general liability insurance coverage to compensate Tenant, and any subtenant, concessionaire, or licensee of Tenant, or their respective employees, agents, contractors, or invitees, for damages for which Landlord is liable. The general liability insurance required to be maintained by Landlord shall be written with a company or companies reasonably satisfactory to Tenant, having a policyholder rating of at least "A-" as rated in the most recent edition of "Best's Key Rating Guide" for insurance companies, and authorized to engage in the business of insurance in the State of Ohio. Landlord shall deliver to Tenant customary insurance certificates evidencing such paid-up insurance. Such insurance shall further provide that the same may not be canceled, terminated, or materially modified unless the insurer gives Tenant at least 30 days' prior written notice thereof. If Landlord fails to obtain and maintain such insurance coverage during the Term, the provisions under this paragraph limiting Tenant's remedies and rights of recovery shall be void.
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Events of Default by Landlord. A. The following shall be deemed Events of Default by Landlord under the terms of this Lease:
1. Failure to comply with any material term, provision, or covenant of this Lease obligating Landlord, including without limitation Landlord's obligations under Sections 6 and 9, within any applicable cure periods; and
2. Failure of Landlord to comply with applicable laws, ordinances, or similar governmental regulations applicable to the Building whereby such failure adversely affects Tenant and/or Tenant's business operations at the Premises.
B. Upon an Event of Default by Landlord, Tenant's exclusive remedy It shall be an action “Landlord Event of Default” under this Lease, if Landlord fails to perform its obligations hereunder for damages (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord). Prior to any such action, Tenant shall give Landlord written notice specifying such default with particularity, and Landlord shall, upon receipt of said notice, have more than thirty (30) days in which after notice thereof from Tenant, together with such additional time, if any, as is reasonably required to cure the default if the default is of such a nature that it cannot reasonably be cured in thirty (30) days. In the event of a Landlord Event of Default, without limitation to any other rights Tenant may have at law and equity (each of which rights Tenant expressly reserves), which default shall remain uncured after the expiration of any applicable notice and cure periods and Tenant does not have notice that Landlord is disputing such default. Unless and until Landlord fails to so cure any default after such noticeobligation in good faith, Tenant shall have the right, but shall not the obligation, to perform such obligation. Notwithstanding any language to the contrary set forth in this Section, in no event shall Tenant have any remedy right to perform any obligations that are outside of the Premises, that affect any space not leased by Tenant, that affect any Common Area of the Building, the Lot or cause the Park, that affect the structure of action by reason thereofthe Building, or that affect any of the life safety or building systems of the Building (except as set forth in Section 6.1.2 to the contrary). In performing such obligation, Tenant may make any payment of money or perform any other act. All obligations sums so paid by Tenant, together with interest at the rate of Landlord hereunder will be construed as covenantstwelve percent (12%) per annum, not conditions; and all necessary incidental costs and expenses, provided such obligations will are reasonable, in connection with the performance of any such acts by Tenant, shall be binding upon payable by Landlord only during the period to Tenant within twenty (20) days of Tenant's possession of the Premises and not thereafterdemand. Tenant acknowledges and agrees that all liability of Landlord under this Lease or arising out of may exercise the relationship of the parties created thereby shall be limited to the insurance coverage described in this paragraph and Landlord's interest in the Building and Property and foregoing rights without waiving any judgments rendered against Landlord shall be satisfied solely out of the insurance proceeds and the proceeds of sale of its interest in the Building and Property as received by Landlord. No personal judgment shall lie against Landlord upon extinguishment other of its rights in the Building and Property, and or releasing Landlord from any judgment so rendered shall not give rise to any right of execution or levy against Landlord's assets. The provisions hereof shall inure to Landlord's successors and assigns.
C. Notwithstanding the foregoing, Landlord shall maintain at least $2,000,000.00 in general liability insurance coverage to compensate Tenant, and any subtenant, concessionaire, or licensee of Tenant, or their respective employees, agents, contractors, or invitees, for damages for which Landlord is liable. The general liability insurance required to be maintained by Landlord shall be written with a company or companies reasonably satisfactory to Tenant, having a policyholder rating of at least "A-" as rated in the most recent edition of "Best's Key Rating Guide" for insurance companies, and authorized to engage in the business of insurance in the State of Ohio. Landlord shall deliver to Tenant customary insurance certificates evidencing such paid-up insurance. Such insurance shall further provide that the same may not be canceled, terminated, or materially modified unless the insurer gives Tenant at least 30 days' prior written notice thereof. If Landlord fails to obtain and maintain such insurance coverage during the Term, the provisions its obligations under this paragraph limiting Tenant's remedies and rights of recovery shall be voidLease.
Appears in 1 contract
Samples: Lease Agreement (Sonus Networks Inc)
Events of Default by Landlord. A. The following conditions and events shall be deemed constitute "Events of Default Default" by Landlord under the terms for purpose of this Lease:
1. Failure (i) Landlord fails to comply with any material termkeep, provisionperform and observe each and every promise, or covenant of covenant, warranty and condition set forth in this Lease obligating Landlordon its part to be kept, including without limitation Landlord's obligations under Sections 6 and 9, within any applicable cure periods; and
2. Failure performed or observed for sixty (60) days after receipt of Landlord to comply with applicable laws, ordinances, or similar governmental regulations applicable to the Building whereby written notice of such failure adversely affects Tenant and/or from Tenant's business operations at the Premises.
B. Upon an Event , except where fulfillment of Default by Landlord, Tenant's exclusive remedy shall be an action for damages (Tenant hereby waiving the benefit such obligation requires activity over a period of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord). Prior to any such action, Tenant shall give Landlord written notice specifying such default with particularity, time and Landlord shall, upon receipt of said notice, have has commenced to perform whatever may be required within thirty (30) days after receipt of such written notice from Tenant and continues such performance without interruption, except for causes beyond its control. Notwithstanding the foregoing, if Landlord, within forty-five (45) days after the receipt of such written notice of default, shall in which to cure good faith dispute the existence of any such default. Unless default by both written notice to Tenant and until shall also in good faith institute appropriate legal proceedings in the Court, and request declaratory relief or another appropriate remedy for the resolution of such dispute, then, so long as such proceedings have not been finally determined and Landlord fails to so cure any default after such noticeis diligently prosecuting same, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of Tenant's possession of the Premises and not thereafter. Tenant acknowledges and agrees that all liability of Landlord under right to terminate this Lease or arising out exercise any other remedy of Tenant hereunder on account of the relationship alleged default; provided, however, that the foregoing provisions of this Subsection 12.D(i) shall not be construed to preclude a Court of competent jurisdiction from entering temporary orders or otherwise exercising its equitable powers to protect the interests of the parties created thereby during the pendency of the above described proceedings. If it shall be limited finally determined in such proceedings that Landlord is in default, then the time within which Landlord shall have to remedy the same as set forth above shall be computed from the date of such determination but Landlord shall have no further right under this Subsection 12.D(i) to dispute such default. No such dispute by Landlord or the filing or prosecution of any such proceedings shall operate to relieve Landlord from or permit Landlord to defer the performance of any of its obligations hereunder not specifically under dispute, and Landlord shall not be relieved of any liability to Tenant for actual damages (including any consequential damages to the insurance coverage described extent Tenant promptly notifies Landlord of the same as soon as Tenant could reasonably be expected to be aware that such damages may occur) suffered by Tenant if Landlord contests the existence of the Event of Default by appropriate proceedings as provided above but fails to prevail in such proceedings. If the Court in which such proceedings have been instituted determines that such proceedings have not been brought by Landlord in good faith, such court shall make an award of damages there for, including attorney's fees, costs, and all expenses. Notwithstanding any other provision contained in this paragraph and Lease, if the nature of Landlord's interest default is such that the failure to immediately cure same would result in Tenant being unable to utilize the Building Property for the operation of the Amphitheater and Property related facilities, then Tenant shall have the right, at Tenant's option and with prior notice to Landlord, to immediately cure said default on Landlord's behalf, and Landlord shall reimburse to Tenant any judgments rendered expenses reasonably incurred by Tenant after Landlord's default within fifteen (15) days after Landlord's receipt of a statement from Tenant setting forth such expenses.
(ii) The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which is not vacated, dismissed, or set aside within a period of sixty (60) days from its inception and which interferes or may interfere with Landlord's ability to perform its obligations under this Lease.
(iii) Landlord becomes insolvent, or takes the benefit of any present or future insolvency statute, or makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for reorganization or for the readjustment of indebtedness under the federal bankruptcy laws or under any other law or statute of the United States, or of any state law, or consents to the appointment of a receiver, trustee or liquidator for all or substantially all of its property.
(iv) By order or decree of Court, Landlord is adjudged bankrupt, or an order is made approving a petition filed by any of the creditors or stockholders of Landlord seeking the reorganization or the readjustment of its indebtedness under the federal bankruptcy laws, or under any law or statute of the United States, or any state thereof.
(v) A petition under any part of the federal bankruptcy laws or an action under any present or future insolvency law or statute is filed against Landlord shall be satisfied solely out and is not dismissed within one hundred twenty (120) days from the date of filing.
(vi) By, pursuant to, or under authority of (a) any legislative act, resolution or rule, or (b) any order or decree of any court, governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator takes possession or control of all or substantially all of the insurance proceeds property of Landlord, and such possession or control continues in effect for a period of sixty (60) days from the proceeds date of sale of its interest in the Building such possession or control.
(vii) Landlord fails to timely pay all state corporate and Property as received by Landlord. No personal judgment shall lie against Landlord upon extinguishment of its rights in the Building and Propertyfederal income taxes, and any judgment so rendered shall not give rise and all other taxes, assessments, or impositions of any kind whatsoever, assessed or imposed against, and becoming due and payable by Landlord to any right federal, state or local governmental entity or agency or division thereof, to the extent that such obligation constitutes a lien on any or all of execution or levy against Landlord's assets. The provisions hereof shall inure to Landlord's successors and assignsthe Property.
C. Notwithstanding the foregoing, Landlord shall maintain at least $2,000,000.00 in general liability insurance coverage to compensate Tenant, and any subtenant, concessionaire, or licensee of Tenant, or their respective employees, agents, contractors, or invitees, for damages for which Landlord is liable. The general liability insurance required to be maintained by Landlord shall be written with a company or companies reasonably satisfactory to Tenant, having a policyholder rating of at least "A-" as rated in the most recent edition of "Best's Key Rating Guide" for insurance companies, and authorized to engage in the business of insurance in the State of Ohio. Landlord shall deliver to Tenant customary insurance certificates evidencing such paid-up insurance. Such insurance shall further provide that the same may not be canceled, terminated, or materially modified unless the insurer gives Tenant at least 30 days' prior written notice thereof. If Landlord fails to obtain and maintain such insurance coverage during the Term, the provisions under this paragraph limiting Tenant's remedies and rights of recovery shall be void.
Appears in 1 contract
Events of Default by Landlord. A. The following shall be deemed Events of Default by Landlord under the terms of this Lease:
1. Failure to comply with any material term, provision, or covenant of this Lease obligating Landlord, including without limitation Landlord's obligations under Sections 6 and 9, within any applicable cure periods; and
2. Failure of Landlord to comply with applicable laws, ordinances, or similar governmental regulations applicable to the Building whereby such failure adversely affects Tenant and/or Tenant's business operations at the Premises.
B. Upon an Event of Default by Landlord, Tenant's exclusive remedy It shall be an action “Landlord Event of Default” under this Lease, if Landlord fails to perform its obligations hereunder for damages (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord). Prior to any such action, Tenant shall give Landlord written notice specifying such default with particularity, and Landlord shall, upon receipt of said notice, have more than thirty (30) days in which after notice thereof from Tenant, together with such additional time, if any, as is reasonably required to cure the default if the default is of such a nature that it cannot reasonably be cured in thirty (30) days. In the event of a Landlord Event of Default, without limitation to any other rights Tenant may have at law and equity (each of which rights Tenant expressly reserves), which default shall remain uncured after the expiration of any applicable notice and cure periods and Tenant does not have notice that Landlord is disputing such default. Unless and until Landlord fails to so cure any default after such noticeobligation in good faith, Tenant shall have the right, but shall not the obligation, to perform such obligation. Notwithstanding any language to the contrary set forth in this Section, in no event shall Tenant have any remedy right to perform any obligations that are outside of the Premises, that affect any space not leased by Tenant, that affect any Common Area of the Building, the Lot or cause the Park, that affect the structure of action by reason thereofthe Building, or that affect any of the life safety or building systems of the Building. In performing such obligation, Tenant may make any payment of money or perform any other act. All obligations sums so paid by Tenant, together with interest at the rate of Landlord hereunder will be construed as covenantstwelve percent (12%) per annum, not conditions; and all necessary incidental costs and expenses, provided such obligations will are reasonable, in connection with the performance of any such acts by Tenant, shall be binding upon payable by Landlord only during the period to Tenant within twenty (20) days of demand (containing all reasonable documentation evidencing such performance and payment by Tenant's possession of the Premises and not thereafter). Tenant acknowledges and agrees that all liability of Landlord under this Lease or arising out of may exercise the relationship of the parties created thereby shall be limited to the insurance coverage described in this paragraph and Landlord's interest in the Building and Property and foregoing rights without waiving any judgments rendered against Landlord shall be satisfied solely out of the insurance proceeds and the proceeds of sale of its interest in the Building and Property as received by Landlord. No personal judgment shall lie against Landlord upon extinguishment other of its rights in the Building and Property, and or releasing Landlord from any judgment so rendered shall not give rise to any right of execution or levy against Landlord's assets. The provisions hereof shall inure to Landlord's successors and assigns.
C. Notwithstanding the foregoing, Landlord shall maintain at least $2,000,000.00 in general liability insurance coverage to compensate Tenant, and any subtenant, concessionaire, or licensee of Tenant, or their respective employees, agents, contractors, or invitees, for damages for which Landlord is liable. The general liability insurance required to be maintained by Landlord shall be written with a company or companies reasonably satisfactory to Tenant, having a policyholder rating of at least "A-" as rated in the most recent edition of "Best's Key Rating Guide" for insurance companies, and authorized to engage in the business of insurance in the State of Ohio. Landlord shall deliver to Tenant customary insurance certificates evidencing such paid-up insurance. Such insurance shall further provide that the same may not be canceled, terminated, or materially modified unless the insurer gives Tenant at least 30 days' prior written notice thereof. If Landlord fails to obtain and maintain such insurance coverage during the Term, the provisions its obligations under this paragraph limiting Tenant's remedies and rights of recovery shall be voidLease.
Appears in 1 contract
Samples: Sublease Agreement (Demandware Inc)
Events of Default by Landlord. A. The following If Landlord defaults in any obligation hereunder, including by failing to complete construction of the Office Buildings and the Premises to Base Office Buildings Standards materially in accordance with the Project Drawings and Specifications and the Project Schedule as such schedule may be extended pursuant to Section 3.2 or 3.3 hereof, Landlord shall be deemed Events in default hereunder and if such default continues for more than 15 days after notice and such additional time, if any, as is reasonably necessary to cure the default if the default is of Default by such a nature that it cannot reasonably be cured in 15 days and Landlord under the terms of this Lease:
1. Failure diligently and continuously prosecutes such cure to comply with completion, then, Tenant may immediately or at any material termtime thereafter while such default continues and without further notice, provision, or covenant of this Lease obligating Landlord, including without limitation Landlord's obligations under Sections 6 and 9, within any applicable cure periods; and
2. Failure of Landlord to comply with applicable laws, ordinances, or similar governmental regulations applicable to the Building whereby such failure adversely affects Tenant and/or at Tenant's business operations at election, do one or both of the Premises.
B. Upon an Event of Default by Landlord, Tenant's exclusive remedy shall be an action for damages following: (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord). Prior to any such action, Tenant shall i) give Landlord written notice specifying stating that the Lease is terminated, effective upon the giving of such default with particularity, and Landlord shall, notice or upon receipt of said notice, have thirty (30) days a date stated in which to cure any such default. Unless and until Landlord fails to so cure any default after such notice, as Tenant may elect, in which event the Lease shall not have be irrevocably extinguished and terminated as stated in such notice without any remedy further action, or cause of action (ii) pursue any other rights or remedies permitted by reason thereoflaw. All obligations of Landlord hereunder will be construed as covenantsThe foregoing notwithstanding, not conditions; and all such obligations will be binding upon Landlord only during in the period of Tenant's event any Holder in possession of the Premises and not thereafter. Property should default in any obligation under this Lease, Tenant acknowledges and agrees that all liability of Landlord under this Lease or arising out of the relationship of the parties created thereby Tenant's remedies shall be limited solely to actual damages suffered by Tenant as a result of such Holder's default and further limited as provided in Section 10.3 below. Tenant shall also have the insurance coverage described in this paragraph and right to cure Landlord's interest in the Building and Property and any judgments rendered against Landlord shall be satisfied solely out of the insurance proceeds and the proceeds of sale of its interest in the Building and Property as received by Landlord. No personal judgment shall lie against Landlord upon extinguishment of its rights in the Building and Property, and any judgment so rendered shall not give rise default pursuant to any right of execution or levy against Landlord's assets. The provisions hereof shall inure to Landlord's successors and assignsSection 10.8 hereof.
C. Notwithstanding the foregoing, Landlord shall maintain at least $2,000,000.00 in general liability insurance coverage to compensate Tenant, and any subtenant, concessionaire, or licensee of Tenant, or their respective employees, agents, contractors, or invitees, for damages for which Landlord is liable. The general liability insurance required to be maintained by Landlord shall be written with a company or companies reasonably satisfactory to Tenant, having a policyholder rating of at least "A-" as rated in the most recent edition of "Best's Key Rating Guide" for insurance companies, and authorized to engage in the business of insurance in the State of Ohio. Landlord shall deliver to Tenant customary insurance certificates evidencing such paid-up insurance. Such insurance shall further provide that the same may not be canceled, terminated, or materially modified unless the insurer gives Tenant at least 30 days' prior written notice thereof. If Landlord fails to obtain and maintain such insurance coverage during the Term, the provisions under this paragraph limiting Tenant's remedies and rights of recovery shall be void.
Appears in 1 contract
