Common use of Failure to Comply Clause in Contracts

Failure to Comply. A. In the event that Lessor fails to comply with any term or provision of this Lease after written notice, Lessee reserves the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or ii. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if any such delay is caused solely by any delay, default or omission of Lessee. B. Lessee is required to give Lessor written notice setting forth in reasonable detail the nature and extent of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease shall be contingent upon the prior approval of Xxxxxx's legal counsel.

Failure to Comply. A. 1. In the event that Lessor fails any food shipment is delayed or refused entry into the United States due to comply the failure to provide adequate prior notice or the failure of a subject facility to register with any term or provision the FDA, it is expected that notice of this Lease after written notice, Lessee reserves refusal will be provided to Carrier by the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or iiFDA and/or CBP. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall Xxxxxxx will use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate promptly transmit the Premisesnotice received from the authorities to the Cargo Interests, but without prejudice who shall be responsible for transmitting such notice to any remedy which might otherwise other persons with an interest in the cargo. Carrier shall not be used by Lessee liable for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if transmission of, or failure to transmit, such notice or any such delay is caused solely by any delay, default or omission of Lesseeconsequences thereof. B. Lessee 2. In the event that any food shipment is required delayed or refused entry into the United States due to give Lessor written the failure to provide adequate prior notice setting forth in reasonable detail or the nature failure of a subject facility (other than a subject facility of Carrier) to register with the FDA, or if it is determined that cargo which should have been refused entry has been permitted to enter the United States, then the Cargo Interests shall be jointly and extent severally liable to indemnify, hold harmless, and reimburse Carrier (and by booking a shipment with Carrier do thereby agree to indemnify, hold harmless and reimburse Carrier) for any and all costs, expenses, liabilities, damages, or losses incurred by the Carrier as a result of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall includenon-compliance including, but are not limited to, remedying heating costs of complying with orders and air conditioning equipment directions of FDA and/or CBP, costs for handling and roofing deficiencies. D. Each occasion storing cargo, demurrage, subsequent transport of setoff the cargo by any mode of rental transportation, and fines and penalties. Carrier shall have a lien on cargo in its possession for amounts due under hereunder and may hold cargo until such amounts (and any other unpaid freights or charges) are paid or sell such cargo after a reasonable period. In the event Carrier is forced to take legal action to collect amounts due hereunder, or to defend any action resulting from actions or events covered by this Lease indemnification, Carrier shall be contingent upon entitled to recover all costs (including attorneys' fees) incurred in connection with such legal action. For purposes of this paragraph, the prior approval of Xxxxxx's legal counsel.indemnification provided to Carrier shall also extend to its agents, affiliates, contractors, employees, vessel-sharing partners, slot charterers, vessel owners, and insurers. Except as otherwise provided all shipments will be subject to the following:

Failure to Comply. A. In the event that Lessor If Seller fails to comply with any term or provision of the provisions of this Lease after written noticeSection 14.07, Lessee reserves Seller, among other things and without restricting SCE’s remedies under the option to: i. setoff law or otherwise, shall, at its own cost and deduct from expense, act as an insurer and provide insurance in accordance with the rental amount due Lessor under terms and conditions above. With respect to the required Commercial General Liability, Umbrella/Excess Liability, Pollution Liability and Commercial Automobile Liability insurance, Seller shall provide a current, full and complete defense to SCE, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the terms and conditions set forth above. In addition, an alleged violation of the provisions of this Lease such sums Section 14.07 means that Seller has the initial burden of proof regarding any legal justification for refusing or withholding coverage and Seller shall face the same liability and damages as Lessee determines are an insurer for wrongfully refusing or withholding coverage in accordance with the laws of California. Consolidation of Seller’s Financial Statements. SCE shall determine, through consultation with its internal accountants and review with their independent registered public accounting firm, whether SCE is required to remedy consolidate Seller’s financial statements with SCE’s financial statements for financial accounting purposes under Accounting Standards Codification (ASC) 810/Accounting Standards Update 2009-17, “Consolidation of Variable Interest Entities” (ASC 810), or future guidance issued by accounting profession governance bodies or the default SEC that affects SCE accounting treatment for this Agreement (the “Financial Consolidation Requirement”). If the Financial Consolidation Requirement is applicable, then: Within 20 days following the end of Lessoreach calendar year (for each year that such treatment is required), Seller shall deliver to SCE unaudited financial statements and related footnotes of Seller as of the end of the year. It is permissible for Seller to use accruals and prior months’ estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. The annual financial statements should include quarter-to-date and yearly information. SCE shall provide to Seller a checklist before the end of each year listing the items which SCE believes are material to SCE and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior months’ estimates with true-up to actual activity, in subsequent periods, when preparing the information on the checklist. If audited financial statements are prepared for Seller for the year, Seller shall provide such statements to SCE within five Business Days after those statements are issued. Within 15 days following the end of each fiscal quarter (for each quarter that such treatment is required), Seller shall deliver to SCE unaudited financial statements and related footnotes of Seller as of the end of the quarterly period. The financial statements should include quarter-to-date and year-to-date information. SCE shall provide to Seller a checklist before the end of each quarter listing items which SCE believes are material to SCE and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior months’ estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. If Seller regularly prepares its financial data in accordance with GAAP or IFRS, the financial information provided to SCE shall be prepared in accordance with such principles. If Seller is not a SEC registrant and does not regularly prepare its financial data in accordance with GAAP or IFRS, the information provided to SCE shall be prepared in a format consistent with Seller’s regularly applied accounting principles, e.g., the format that Seller uses to provide financial data to its auditor. If the Financial Consolidation Requirement is applicable, then promptly upon Notice from SCE, Seller shall allow SCE’s independent registered public accounting firm such access to Seller’s records and personnel, as reasonably required so that SCE’s independent registered public accounting firm can conduct financial statement audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), as well as internal control audits in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable. All expenses for the foregoing work of SCE’s independent registered public accounting firm shall be borne by SCE. If SCE’s independent registered public accounting firm during or as a result of the audits permitted in this Section 14.08(c) determines a material weakness or significant deficiency, as defined by GAAP or IFRS, as applicable, exists in Seller’s internal controls over financial reporting, then within 90 days after Seller’s receipt of Notice from SCE, Seller shall remediate any such material weakness or significant deficiency; and/or iiprovided, however, that Seller has the right to challenge the appropriateness of any determination of material weakness or significant deficiency. fulfill LessorSeller’s obligations true up to actual activity for yearly or quarterly information as provided herein shall not be evidence of material weakness or significant deficiency. SCE shall treat Seller’s financial statements and other financial information provided under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand Section 14.08 in strict confidence and, accordingly: Shall utilize such Seller financial information only for purposes of preparing, reviewing or certifying SCE’s or any reasonable expenses SCE parent company financial statements, for making regulatory, tax or other filings required by law in which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if any such delay is caused solely by any delay, default or omission of Lessee. B. Lessee SCE is required to give Lessor written notice setting forth demonstrate or certify its or any parent company’s financial condition or to obtain Credit Ratings; Shall make such Seller financial information available only to its officers, directors, employees or auditors who are responsible for preparing, reviewing or certifying SCE’s or any SCE parent company financial statements, to the SEC and the Public Company Accounting Oversight Board (United States) in reasonable detail connection with any oversight of SCE’s or any SCE parent company financial statement and to those Persons who are entitled to receive Confidential Information as identified in Section 14.05 (Confidentiality); and SCE shall ensure that its internal auditors and independent registered public accounting firm (1) treat as confidential any information disclosed to them by SCE pursuant to this Section 14.08, (2) use such information solely for purposes of conducting the nature audits described in this Section 14.08, and extent of such failure and Lessor will be given thirty (303) days disclose any information received only to cure such failurepersonnel responsible for conducting the audits. If the Financial Consolidation Requirement is applicable, then, within two (2) Business Days following the occurrence of any event affecting Seller which Seller understands, during the Term, would require SCE to disclose such failure cannot reasonably be completely cured within that thirty (30) day periodevent in a Form 8-K filing with the SEC, Seller shall provide to SCE a Notice describing such event in sufficient detail to permit SCE to make a Form 8-K filing. If, after consultation and review, the length of Parties do not agree on issues raised by Section 14.08(a), then such period dispute shall be extended for subject to review by another independent audit firm not associated with either Party’s respective independent registered public accounting firm, reasonably acceptable to both Parties. This third independent audit firm will render its recommendation on whether consolidation by SCE is required. Based on this recommendation, Seller and SCE shall mutually agree on how to resolve the period reasonably required thereofdispute. If Seller fails to provide the data consistent with the mutually agreed upon resolution, only if Lessor commences curing SCE may declare an Event of Default pursuant to Section 10.01. If the independent audit firm associated with SCE still determines, after review by the third party independent audit firm, that SCE must consolidate, then Seller shall provide the financial information necessary to permit consolidation to SCE; provided, however, that in addition to the protections in Section 14.08(d), such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease information shall be contingent upon password protected and available only to those specific officers, directors, employees and auditors who are preparing and certifying the prior approval of Xxxxxx's legal counselconsolidated financial statements and not for any other purpose. Mobile Sierra.

Failure to Comply. A. 1. In the event that Lessor fails any food shipment is delayed or refused entry into the United States due to comply the failure to provide adequate prior notice or the failure of a subject facility to register with any term or provision the FDA, it is expected that notice of this Lease after written notice, Lessee reserves refusal will be provided to Carrier by the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or iiFDA and/or CBP. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall Xxxxxxx will use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate promptly transmit the Premisesnotice received from the authorities to the Cargo Interests, but without prejudice who shall be responsible for transmitting such notice to any remedy which might otherwise other persons with an interest in the cargo. Carrier shall not be used by Lessee liable for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if transmission of, or failure to transmit, such notice or any such delay is caused solely by any delay, default or omission of Lesseeconsequences thereof. B. Lessee 2. In the event that any food shipment is required delayed or refused entry into the United States due to give Lessor written the failure to provide adequate prior notice setting forth in reasonable detail or the nature failure of a subject facility (other than a subject facility of Carrier) to register with the FDA, or if it is determined that cargo which should have been refused entry has been permitted to enter the United States, then the Cargo Interests shall be jointly and extent severally liable to indemnify, hold harmless, and reimburse Carrier (and by booking a shipment with Carrier do thereby agree to indemnify, hold harmless and reimburse Carrier) for any and all costs, expenses, liabilities, damages, or losses incurred by the Carrier as a result of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall includenon-compliance including, but are not limited to, remedying heating costs of complying with orders and air conditioning equipment directions of FDA and/or CBP, costs for handling and roofing deficiencies. D. Each occasion storing cargo, demurrage, subsequent transport of setoff the cargo by any mode of rental transportation, and fines and penalties. Carrier shall have a lien on cargo in its possession for amounts due under hereunder and may hold cargo until such amounts (and any other unpaid freights or charges) are paid or sell such cargo after a reasonable period. In the event Carrier is forced to take legal action to collect amounts due hereunder, or to defend any action resulting from actions or events covered by this Lease indemnification, Carrier shall be contingent upon entitled to recover all costs (including attorneys' fees) incurred in connection with such legal action. For purposes of this paragraph, the prior approval indemnification provided to Carrier shall also extend to its agents, affiliates, contractors, employees, vessel-sharing partners, slot charterers, vessel owners, and insurers. Carrier will require complete and accurate shipping instructions by the “Document Due By Date” mentioned on the NRA, Booking Confirmation / Rate Confirmation document. If not received by the “Document Due By date”, cargo will be rolled/postponed to the next available vessel and all costs associated with the postponement (handling, storage, demurrage, etc.) will be billed to the Shippers/Owners Account. A Cargo Roll-Over Fee of Xxxxxx's legal counsel.$200.00 shall be charged. Goods received at break-bulk terminal, CFS or CY are subject to free time and detention, demurrage, or storage provisions of the appropriate port terminal tariff or ocean common carrier tariff. In the absence of such tariff, the free time and charges contained in the closest public port terminal tariff will apply. Should there be no port terminal tariff or public port terminal tariff to apply, the free time allowed shall be as follows:

Failure to Comply. A. In Unless this Lease has previously been terminated pursuant to the terms contained herein, in the event that Lessor Tenant: (A) fails to comply with open its business to the public within sixty (60) days following the occurrence of the Commencement Date for reasons other than force majeure or delays caused by Landlord, then, and in such event, Landlord shall have all of the following rights, in addition to any term other right or provision of remedy it may have pursuant to this Lease after written noticeLease, Lessee reserves the option or at law or at equity, to: i. setoff and deduct from the rental amount due Lessor under (i) Terminate this Lease such sums as Lessee determines are required upon ten (10) days' prior written notice to remedy Tenant and recover from Tenant an amount equal to the default cost of Lessor; and/or ii. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall use its best efforts work done by Landlord pursuant to mitigate damages caused thereby; and/or iii. terminate this Lease (or any subsequent agreement between Landlord and vacate Tenant) for Tenant's account (on the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision basis of the Lease. Howeveractual cost) including electrical work, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if any such delay is caused solely by any delayplumbing, default or omission of Lessee. B. Lessee is required to give Lessor written notice setting forth in reasonable detail the nature concrete floor slabs and extent of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficienciesfacilities; or (ii) Collect rent from the Commencement Date to the date on which Tenant opens for business at a per diem amount equal to 125% of the Base Rent and Additional Rent payable by Tenant hereunder, plus all reasonable expenses incurred by Landlord pursuant to this Lease. D. Each occasion (B) Shall not have furnished Landlord with Tenant's plans and specifications within seventy five (75) days of setoff of rental amounts due under the date specified herein for reasons other than force majeure or delays caused by Landlord, then, and in such event, the Landlord shall have the right in addition to any other right or remedy it may have pursuant to this Lease or at law or at equity to: (i) Terminate this Lease upon ten (10) days' prior written notice to Tenant and recover from Tenant an amount equal to the Base Rent for one (1) Lease Year, along with the cost of any work done by Landlord pursuant to this Lease (or any subsequent agreement between Landlord and Tenant) for Tenant's account (on the basis of the actual cost) including electrical work, plumbing, concrete floor slabs and heating and air conditioning equipment and facilities; or (ii) collect Base Rent and Additional Rent from the date upon which such plans were due to the date on which Landlord receives such plans at a per diem amount equal to the Base Rent and Additional Rent payable by Tenant hereunder, plus all reasonable expenses incurred by Landlord pursuant to this Lease. The liquidated damage provisions of (A) and (B) above are intended as reasonable estimates of Landlord's damages because of Tenant's failure to take possession and open the Premises and/or submit plans and specifications on a timely basis and as a settlement of the actual damages that might arise because of such failure. The parties agree that these damages are reasonable, bear significant relation to the actual damages that Landlord might sustain, which damages Tenant and Landlord agree would be uncertain and difficult to prove, and is not a penalty for Tenant's failure to perform. The acceptance by Landlord of the liquidated damages set forth in (A) and (B) above shall not be contingent upon deemed permission for Tenant to continue to violate the prior approval provisions of Xxxxxxthis Lease by not taking possession and/or opening the Premises for business, and shall not preclude Landlord from seeking any other remedy (other than money damages) for such violation including, without limitation, specific performance or termination of this Lease or termination of Tenant's legal counselright to possession as described in Article XVIII, which Landlord may pursue at any time while the violation continues.

Failure to Comply. A. In the event that Lessor If Seller fails to comply with any term or provision of the provisions of this Lease after written noticeSection 14.07, Lessee reserves Seller, among other things and without restricting SCE’s remedies under the option to: i. setoff law or otherwise, shall, at its own cost and deduct from expense, act as an insurer and provide insurance in accordance with the rental amount due Lessor under terms and conditions above. With respect to the required Commercial General Liability, Umbrella/Excess Liability, Pollution Liability and Commercial Automobile Liability insurance, Seller shall provide a current, full and complete defense to SCE, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the terms and conditions set forth above. In addition, an alleged violation of the provisions of this Lease such sums Section 14.07 means that Seller has the initial burden of proof regarding any legal justification for refusing or withholding coverage and Seller shall face the same liability and damages as Lessee determines are an insurer for wrongfully refusing or withholding coverage in accordance with the laws of California. Consolidation of Seller’s Financial Statements. SCE shall determine, through consultation with its internal accountants and review with their independent registered public accounting firm, whether SCE is required to remedy consolidate Seller’s financial statements with SCE’s financial statements for financial accounting purposes under Accounting Standards Codification (ASC) 810/Accounting Standards Update 2009-17, “Consolidation of Variable Interest Entities” (ASC 810), or future guidance issued by accounting profession governance bodies or the default SEC that affects SCE accounting treatment for this Agreement (the “Financial Consolidation Requirement”). If the Financial Consolidation Requirement is applicable, then: Within twenty (20) days following the end of Lessoreach calendar year (for each year that such treatment is required), Seller shall deliver to SCE unaudited financial statements and related footnotes of Seller as of the end of the year. It is permissible for Seller to use accruals and prior months’ estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. The annual financial statements should include quarter-to-date and yearly information. SCE shall provide to Seller a checklist before the end of each year listing the items which SCE believes are material to SCE and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. If audited financial statements are prepared for Seller for the year, Seller shall provide such statements to SCE within five (5) Business Days after those statements are issued. Within fifteen (15) days following the end of each fiscal quarter (for each quarter that such treatment is required), Seller shall deliver to SCE unaudited financial statements and related footnotes of Seller as of the end of the quarterly period. The financial statements should include quarter-to-date and year-to-date information. SCE shall provide to Seller a checklist before the end of each quarter listing items which SCE believes are material to SCE and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior months’ estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements and the information on the checklist. If Seller regularly prepares its financial data in accordance with GAAP or IFRS, the financial information provided to SCE shall be prepared in accordance with such principles. If Seller is not a SEC registrant and does not regularly prepare its financial data in accordance with GAAP or IFRS, the information provided to SCE shall be prepared in a format consistent with Seller’s regularly applied accounting principles, e.g., the format that Seller uses to provide financial data to its auditor. If the Financial Consolidation Requirement is applicable, then promptly upon Notice from SCE, Seller shall allow SCE’s independent registered public accounting firm such access to Seller’s records and personnel, as reasonably required so that SCE’s independent registered public accounting firm can conduct financial statement audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), as well as internal control audits in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable. All expenses for the foregoing work of SCE’s independent registered public accounting firm shall be borne by SCE. If SCE’s independent registered public accounting firm during or as a result of the audits permitted in this Section 14.08(c) determines a material weakness or significant deficiency, as defined by GAAP or IFRS, as applicable, exists in Seller’s internal controls over financial reporting, then within 90 days after Seller’s receipt of Notice from SCE, Seller shall remediate any such material weakness or significant deficiency; and/or iiprovided, however, that Seller has the right to challenge the appropriateness of any determination of material weakness or significant deficiency. fulfill LessorSeller’s obligations true up to actual activity for yearly or quarterly information as provided herein shall not be evidence of material weakness or significant deficiency. SCE shall treat Seller’s financial statements and other financial information provided under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand Section 14.08 in strict confidence and, accordingly: Shall utilize such Seller financial information only for purposes of preparing, reviewing or certifying SCE’s or any reasonable expenses SCE parent company financial statements, for making regulatory, tax or other filings required by Applicable Laws in which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if any such delay is caused solely by any delay, default or omission of Lessee. B. Lessee SCE is required to give Lessor written notice setting forth demonstrate or certify its or any parent company’s financial condition or to obtain Credit Ratings; Shall make such Seller financial information available only to its officers, directors, employees or auditors who are responsible for preparing, reviewing or certifying SCE’s or any SCE parent company financial statements, to the SEC and the Public Company Accounting Oversight Board (United States) in reasonable detail connection with any oversight of SCE’s or any SCE parent company financial statement and to those Persons who are entitled to receive Confidential Information as identified in Section 14.05; and SCE shall ensure that its internal auditors and independent registered public accounting firm (1) treat as confidential any information disclosed to them by SCE pursuant to this Section 14.08, (2) use such information solely for purposes of conducting the nature audits described in this Section 14.08, and extent of such failure and Lessor will be given thirty (303) days disclose any information received only to cure such failurepersonnel responsible for conducting the audits. If the Financial Consolidation Requirement is applicable, then, within two (2) Business Days following the occurrence of any event from the Effective Date through the last day of the Delivery Period affecting Seller which Seller would be required to disclose in a Form 8-K filing with the SEC if Seller was subject to the form 8-K filing requirements, Seller shall provide to SCE a Notice describing such failure cannot reasonably be completely cured within that thirty (30) day periodevent in sufficient detail to permit SCE to make a Form 8-K filing. If, after consultation and review, the length of Parties do not agree on issues raised by Section 14.08(a), then such period dispute shall be extended for subject to review by another independent audit firm not associated with either Party’s respective independent registered public accounting firm, reasonably acceptable to both Parties. This third-party independent audit firm will render its recommendation on whether consolidation by SCE is required. Based on this recommendation, Seller and SCE shall mutually agree on how to resolve the period reasonably required thereofdispute. If Seller fails to provide the data consistent with the mutually agreed upon resolution, only if Lessor commences curing SCE may declare an Event of Default pursuant to Section 10.01. If the independent audit firm associated with SCE still determines, after review by the third party independent audit firm, that SCE must consolidate, then Seller shall provide the financial information necessary to permit consolidation to SCE; provided, however, that in addition to the protections in Section 14.08(d), such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease information shall be contingent upon password protected and available only to those specific officers, directors, employees and auditors who are preparing and certifying the prior approval of Xxxxxx's legal counselconsolidated financial statements and not for any other purpose. Mobile Sierra.

Failure to Comply. A. In To the event that Lessor fails extent that, upon the Lease Expiration Date or earlier termination of this Lease, Tenant shall have failed to fully comply with any term or provision of this Lease after written notice, Lessee reserves the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or ii. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor Article 16 or any other surrender requirements elsewhere set forth in this Lease (collectively, the "Surrender Requirements"), Tenant shall be deemed to have remained in possession of the Premises under this Article 16 until the Surrender Requirements are satisfied, or, at Landlord’s option, Landlord may take such actions as may be required to satisfy the Surrender Requirements, in which event Tenant shall be remain responsible for Holdover Base Rent during either Tenant’s or Landlord’s completion of all Surrender Requirements. In the event the Surrender Requirements are performed by Landlord, Tenant shall reimburse Lessee on Landlord within ten (10) days after receipt of written demand therefor for any reasonable one hundred ten percent (110%) of all costs and expenses which Lessee may incur incurred by Landlord in thus effecting compliance connection with Lessor's obligation under the performance of such Surrender Requirements. The provisions of this Lease. Should Lessee elect this option, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx Article 16 shall not bring suit for damages incurred due be deemed to limit or constitute a delay in the Commencement Date waiver of this Lease if any such delay is caused solely by any delay, default other rights or omission of Lessee. B. Lessee is required remedies available to give Lessor written notice setting forth in reasonable detail the nature and extent of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due Landlord under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due or under this Lease shall be contingent applicable Laws. If Tenant fails to surrender the Premises upon the prior approval termination or expiration of Xxxxxx's legal counselthis Lease, in addition to any other obligations to Landlord accruing therefrom, Tenant shall protect, defend (with counsel reasonably acceptable to the Landlord Indemnified Parties), indemnify, and hold the Landlord Indemnified Parties harmless from any and all Liabilities resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom.

Failure to Comply. A. In the event that Lessor fails to comply with any term or provision of this Lease after written notice, Lessee reserves the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or ii. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by XxxxxxLessor’s failure to comply with any term or provision of the Lease. However, Xxxxxx Lessee shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if any such delay is caused solely by any delay, default or omission of Lessee. B. Lessee is required to give Lessor written notice setting forth in reasonable detail the nature and extent of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease shall be contingent upon the prior approval of XxxxxxLessee's legal counsel.

Failure to Comply. A. In the event that Lessor the Developer fails to comply install the Required External Services as and when required by the Town’s Engineers or having commenced to install the Required External Services, fails or neglects to proceed with any term or provision reasonable speed or, in the event that the Required External Services are not being installed according to the specifications and requirements of the Town and of this Lease after Agreement, in addition to any other remedy the Town may have, upon the Town’s Engineers giving at least five (5) business days’ written notice, Lessee reserves notice by prepaid registered mail to the option to: i. setoff Developer and deduct from following the rental amount due Lessor under this Lease expiry of such sums as Lessee determines are required five (5) business day period the Developer failing to take any action to remedy the default matters set out in such notice, the Town may, but is not obligated to, without further notice, draw upon the Letter of Lessor; and/or iiCredit referred to in Section 6.2 for the estimated cost of the works and enter upon the Lands and proceed to supply all materials and to do all necessary works in connection with the installation of the Required External Services, including the repair or reconstruction of faulty work and the replacement of materials not in accordance with the Specifications, and to charge the cost thereof, including engineering services, to the Developer. fulfill Lessor’s obligations under In the terms event that the Letter of this Lease; whereby Lessor Credit is not sufficient to cover such costs, the Developer shall reimburse Lessee on pay the deficit upon demand by the Town and the deficit shall be a charge upon the Lands until paid save for any reasonable expenses lands which Lessee may incur in thus effecting compliance with Lessor's obligation under this Leaseshall now or hereafter be deeded or dedicated to the Town or any other public authority. Should Lessee elect this optionSuch entry by the Town shall be as agent for the Developer and shall not be deemed, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term purposes whatsoever, as an acceptance or provision assumption of the LeaseRequired External Services by the Town. However, Xxxxxx shall not bring suit for damages incurred due to a delay in If the Commencement Date of this Lease if any such delay is caused solely by a strike, lockout, labour disturbance, Act of God or similar occurrence, the Developer shall be deemed not to be in default under this Section until a reasonable time after such occurrence. In the event that a claim is made against the Town under the Construction Lien Act in respect of work that is done or to be done by the Developer pursuant to this Agreement, in addition to any delayother remedy the Town may have, default or omission of Lessee. B. Lessee is required to give Lessor upon the Town’s Engineers giving 48 hours written notice setting forth in reasonable detail by prepaid registered mail to the nature and extent of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day periodDeveloper, the length Town may, without further notice, draw upon the Letter of such period shall be extended Credit referred to in Section 6.2 for the period reasonably required thereofamount of the claim plus security for costs as provided for in s.44 of the Construction Lien Act, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuityas may be amended. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease shall be contingent upon the prior approval of Xxxxxx's legal counsel.

Failure to Comply. A. In the event that Lessor fails to comply with any term or provision of this Lease after written notice, Lessee reserves the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or ii. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate the Premises, but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if any such delay is caused solely by any delay, default or omission of Lessee.. Lessor Initial: Page 6 OF 8 Form 4054 Lessee Initial: Rev. 12/12 Date B. Lessee is required to give Lessor written notice setting forth in reasonable detail the nature and extent of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease shall be contingent upon the prior approval of Xxxxxx's legal counsel.

Failure to Comply. A. 1. In the event that Lessor fails any food shipment is delayed or refused entry into the United States due to comply the failure to provide adequate prior notice or the failure of a subject facility to register with any term or provision the FDA, it is expected that notice of this Lease after written notice, Lessee reserves refusal will be provided to Carrier by the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or iiFDA and/or CBP. fulfill Lessor’s obligations under the terms of this Lease; whereby Lessor shall reimburse Lessee on demand for any reasonable expenses which Lessee may incur in thus effecting compliance with Lessor's obligation under this Lease. Should Lessee elect this option, Lessee shall Xxxxxxx will use its best efforts to mitigate damages caused thereby; and/or iii. terminate this Lease and vacate promptly transmit the Premisesnotice received from the authorities to the Cargo Interests, but without prejudice who shall be responsible for transmitting such notice to any remedy which might otherwise other persons with an interest in the cargo. Carrier shall not be used by Lessee liable for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision of the Lease. However, Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if transmission of, or failure to transmit, such notice or any such delay is caused solely by any delay, default or omission of Lesseeconsequences thereof. B. Lessee 2. In the event that any food shipment is required delayed or refused entry into the United States due to give Lessor written the failure to provide adequate prior notice setting forth in reasonable detail or the nature failure of a subject facility (other than a subject facility of Carrier) to register with the FDA, or if it is determined that cargo which should have been refused entry has been permitted to enter the United States, then the Cargo Interests shall be jointly and extent severally liable to indemnify, hold harmless, and reimburse Carrier (and by booking a shipment with Carrier do thereby agree to indemnify, hold harmless and reimburse Carrier) for any and all costs, expenses, liabilities, damages, or losses incurred by the Carrier as a result of such failure and Lessor will be given thirty (30) days to cure such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuity. C. Reason for setoff of amounts due under this Lease shall includenon-compliance including, but are not limited to, remedying heating costs of complying with orders and air conditioning equipment directions of FDA and/or CBP, costs for handling and roofing deficiencies. D. Each occasion storing cargo, demurrage, subsequent transport of setoff the cargo by any mode of rental transportation, and fines and penalties. Carrier shall have a lien on cargo in its possession for amounts due under hereunder and may hold cargo until such amounts (and any other unpaid freights or charges) are paid or sell such cargo after a reasonable period. In the event Carrier is forced to take legal action to collect amounts due hereunder, or to defend any action resulting from actions or events covered by this Lease indemnification, Carrier shall be contingent upon entitled to recover all costs (including attorneys' fees) incurred in connection with such legal action. For purposes of this paragraph, the prior approval indemnification provided to Carrier shall also extend to its agents, affiliates, contractors, employees, vessel-sharing partners, slot charterers, vessel owners, and insurers. Carrier will require complete and accurate shipping instructions by the “Document Due By Date” mentioned on the NRA, Booking Confirmation / Rate Confirmation document. If not received by the “Document Due By date”, cargo will be rolled/postponed to the next available vessel and all costs associated with the postponement (handling, storage, demurrage, etc.) will be billed to the Shippers/Owners Account. A Cargo Roll-Over Fee of Xxxxxx's legal counsel.$200.00 shall be charged. (RETURN TO TABLE OF CONTENTS) Goods received at break-bulk terminal, CFS or CY are subject to free time and detention, demurrage, or storage provisions of the appropriate port terminal tariff or ocean common carrier tariff, as well as, an administration handling fee of USD 50.00 per day. In the absence of such tariff, the free time and charges contained in the closest public port terminal tariff will apply, as well as, an administration handling fee of USD 50.00 per day. Should there be no port terminal tariff or public port terminal tariff to apply, the free time allowed shall be as follows:

Failure to Comply. A. In The failure of the event that Lessor fails Authority to comply with any term or provision of this Lease after written notice, Lessee reserves the option to: i. setoff and deduct from the rental amount due Lessor under this Lease such sums as Lessee determines are required to remedy the default of Lessor; and/or ii. fulfill Lessor’s its obligations under the terms foregoing provisions of this Lease; whereby Lessor Section 3.2(j) constitutes a Compensation Event. The failure of any Governmental Authority to (A) increase the Berthing Areas Minimum Dredging Depth or the Berthing Areas Adjusted Minimum Dredging Depth or (B) maintain or increase the Shipping Channels Minimum Dredging Depth or the Shipping Channels Adjusted Minimum Dredging Depth shall reimburse Lessee on demand for constitute a Delay Event but shall not constitute a Compensation Event or an Adverse Action. The Concession Company may, subject to receipt of any reasonable expenses applicable Authorizations and upon no less than sixty (60) days prior written notice to the Authority, undertake any such dredging activities which Lessee may incur the Authority or any such Governmental Authority fails to undertake, and such dredging activities shall be at the cost and expense of the Concession Company (but with respect to dredging activities which the Authority failed to undertake even though sufficient funds were available in thus effecting compliance with Lessor's obligation under this Leasethe Escrow Account – Maintenance Dredging Sub- Account to maintain the Berthing Areas Minimum Dredging Depth or the Berthing Areas Adjusted Minimum Dredging Depth, such cost and expense of the Concession Company shall be recoverable by the Concession Company from any amounts in the Escrow Account – Maintenance Dredging Sub-Account as provided below). Should Lessee elect this option, Lessee shall use its best efforts In addition to mitigate damages caused thereby; and/or iii. terminate this Lease the payment of Concession Compensation as provided in Section 15.1(b) and vacate the PremisesSection 15.1(c), but without prejudice to any remedy which might otherwise be used by Lessee for any breach of Lessor's covenants contained herein; and/or iv. bring suit for damages against Lessor for any expense (including reasonable attorney's fees) Lessee may incur by Xxxxxx’s failure to comply with any term or provision limiting the obligation of the Lease. HoweverConcession Company to provide funds for the Authority to maintain the Berthing Areas Minimum Dredging Depth or the Berthing Areas Adjusted Minimum Dredging Depth as provided in Section 2.1(a) and Section 3.2(j)(vi), Xxxxxx shall not bring suit for damages incurred due to a delay in the Commencement Date of this Lease if event the Concession Company undertakes any dredging activities to maintain the Berthing Areas Minimum Dredging Depth or the Berthing Areas Adjusted Minimum Dredging Depth because the Authority fails to undertake such delay is caused solely by any delaydredging activities, default or omission of Lessee. B. Lessee is required to give Lessor written notice setting forth as provided in reasonable detail the nature and extent of such failure and Lessor immediately preceding sentence, the Concession Company will be given thirty (30) days to cure reimbursed from the Escrow Account – Maintenance Dredging Sub-Account for its reasonable costs of undertaking such failure. If such failure cannot reasonably be completely cured within that thirty (30) day period, the length of such period shall be extended for the period reasonably required thereof, only if Lessor commences curing such failure within such thirty (30) day period and continues the curing thereof with reasonable diligence and continuitydredging activities. C. Reason for setoff of amounts due under this Lease shall include, but are not limited to, remedying heating and air conditioning equipment and roofing deficiencies. D. Each occasion of setoff of rental amounts due under this Lease shall be contingent upon the prior approval of Xxxxxx's legal counsel.