INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct. (B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction. (C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property. Section 12.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease. Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord. (A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense. (B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above. (C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer. (D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto. (A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds. (B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 2 contracts
Samples: Lease Agreement (Everyday Health, Inc.), Lease Agreement (Everyday Health, Inc.)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Neither Landlord nor its Landlord's agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of injury or damage to any property persons or property, or interruption of Tenant by theft Tenant's business, resulting from fire or otherwise. other casualty; nor shall Landlord and or Landlord’s 's agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to such damage caused by Persons other tenants than the Landlord or persons in the Building. Landlord's agents or by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconductPremises.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give written notice to Landlord promptly Landlord, immediately after Tenant learns thereof, of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s 's property. Such notice shall be given by telecopy or personal delivery to the address(es) of Landlord in effect for notice.
Section 12.2SECTION 11.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State of Texas standard policies form of fire insurance with extended coverage, or with rental, liability, boiler, sprinkler, water damage, war risk or other insurance policies covering the Premises and liability the fixtures and property therein (hereinafter referred to as “Building Insurance”"BUILDING INSURANCE"); and Tenant, at Tenant’s 's own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance or any property or equipment located therein over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If (A) If, by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increasebe higher than it otherwise would be, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(B) In any action or proceeding wherein Landlord and Tenant are parties, a schedule of any insurance rate for the Premises issued by any insurance board establishing insurance premium rates for the Premises shall be prima facie evidence of the facts therein stated and of the several items and charges in the insurance premium rates then applicable to the Premises.
(A) TenantTenant shall, at Tenant’s sole 's own cost and expense, shall obtain, maintain and keep in full force and effect during the Term Term, for the benefit of Landlord, any Mortgagees and Tenant, commercial general liability insurance (without deductible) in a including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form approved in New York State (including contractual liability and broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions coverages) in a combined single limit amount of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrenceDollars, against all claims, demands or actions with respect to damage, injury or death made by or on behalf of any person or entity, arising from or relating to the conduct and operation of Tenant's business in, on or about the Premises (which amount may be satisfied with a primary commercial general liability policy shall include Tenant's signs, if any), or arising from or related to any act or omission of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregateTenant or of Persons Within Tenant's Control. If Tenant shall install or maintain one or more pressure vessels to serve Tenant's operations at the Premises, and an excess (or “Umbrella”) liability policy affording coverageTenant shall, at least as broad as that afforded by Tenant's own cost and expense, obtain, maintain and keep in full force and effect, for the primary commercial general liability policybenefit of Landlord, any Mortgagees and Tenant, appropriate boiler or other insurance coverage therefor in an amount not less than the difference between Five Three Million and 00/100 ($5,000,000.003,000,000.00) Dollars (it being understood and agreed, however, that the amount foregoing shall not be deemed a consent by Landlord to the installation and/or maintenance of any such pressure vessels in the primary policy. Premises, which installation and/or maintenance shall at all times be subject to the prior written consent of Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s 's reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s 's request, obtain such insurance coverage, at Tenant’s 's expense.
(B) Tenant, at Tenant’s 's sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, insurance protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s 's occupancy, and Tenant’s 's Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) aboveall claims and liabilities relating thereto.
(C) Landlord and any Mortgagees shall be named as insureds in said policies and shall be protected against all liability occasioned by an occurrence insured against. All said policies of insurance shall be: (i) written as "occurrence" policies; (ii) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (iiiii) issued by reputable and independent insurance companies rated in Best’s 's Insurance Guide Guide, or any successor thereto (or, or if there is be none, an organization having a national reputation), ) as having a general policyholder rating of “A-” "A+" and a financial rating of at least “10”"13", and which are licensed to do business in the State of New YorkTexas. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, shall deliver to Landlord the policies of insurance (or certificates thereof) , together with evidence of payment of premiums thereon, and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) certificate in lieu thereof, with evidence of the payment of premiums thereon. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager Landlord and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s 's Alterations, leasehold improvements improvements, space equipment, furnishings, furniture, contents and Tenant’s Property fixtures against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Landlord or Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, Tenant shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other such party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A11.5(A) above shall extend to the agents and employees of each party (includingparty, as to Landlord, the Manager and subtenants of Tenant), but but-only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 11.5 shall be deemed to relieve either party the Tenant from any duty imposed elsewhere in this Lease to repair, restore and rebuildrebuild the Premises, in whole or in part.
Appears in 2 contracts
Samples: Lease Agreement (Comfort Systems Usa Inc), Lease Agreement (Comfort Systems Usa Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any injury or damage to persons or property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s 's agents shall not be liable for any damage to any of Tenant’s 's Property or for interruption of Tenant’s 's business, however caused, including but not limited to to, damage caused by other tenants or persons in the BuildingBuilding or caused by construction of any private, public or quasi-public work. Landlord shall not be liable for any latent defect in the Premises or in the BuildingBuilding (notwithstanding Landlord's obligation to repair any such latent defect under the circumstances set forth in Section 7.3 of this Lease). The foregoing is not intended to Nothing contained in this Section 12.1 shall relieve Landlord from any liability from any actual damages suffered by to Tenant directly resulting from Landlord’s the wilful misconduct or negligence of Landlord or willful misconductits employees, contractors or agents.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s 's own acts, or if any of such windows are permanently closed, darkened or covered solely by reason of any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s 's obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s 's property. Such notice shall be given by telecopy or personal delivery to the address(es) of Landlord in effect for notice.
Section 12.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability insurance (hereinafter collectively referred to as “"Building Insurance”"); and Tenant, at Tenant’s 's own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not knowingly do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this LeaseLease (and if Tenant shall do any of the foregoing, Tenant shall, upon demand by Landlord, immediately cease doing same).
Section 12.3. If If, by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) At Tenant, at Tenant’s sole 's own cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s commercial general liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.\DMS\KWS\40736.5 -38-
Appears in 1 contract
Samples: Lease Agreement (Ampex Corp /De/)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Neither Landlord nor its Landlord's agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of injury or damage to any property of Tenant by theft persons or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited to damage resulting from fire or other casualty caused by Persons other tenants or persons in than the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice written Notice to Landlord Landlord, promptly after Tenant learns thereof, of any accident, emergency, occurrence for which Landlord might be liableoccurrence, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible responsible. Such Notice shall be given by telecopy or which constitutes Landlord’s propertypersonal delivery to the address(es) of Landlord in effect for Notice.
Section 12.2SECTION 10.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State of Indiana standard policies form of fire insurance and liability with extended coverage, or with rental, liability, boiler, sprinkler, water damage, war risk or other insurance policies covering the Premises (hereinafter referred to as “"Building Insurance”"); and Tenant, at Tenant’s 's own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) TenantTenant shall, at Tenant’s sole 's own cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles for the benefit of Landlord, any Mortgagees and Tenant, the Building Insurance in an amount reasonably satisfactory equal to Landlordthe replacement value of the Building and its contents (not to exceed ____________) and commercial general liability insurance (including premises operation, protecting bodily injury, personal injury, death, independent contractors, broad form contractual liability and indemnifying Tenant broad form property damage coverages) with coverage limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, against any and all damage claims, demands or actions with respect to damage, injury or loss death made by or on behalf of any Alterations person or entity, arising from or relating to the conduct and leasehold improvementsoperation of Tenant's business in, including any made by Landlord to prepare on or about the Premises for (which shall include Tenant’s occupancy's signs, if any), or arising from or related to any act or omission of Tenant or of Persons Within Tenant's Control.
(B) Landlord and Tenant’s Property. Such insurance any Mortgagees shall not contain any exclusions for flood or acts of terrorism or similar eventsbe named as additional insureds in said policies. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as "occurrence" policies; (ii) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (iiiii) issued by reputable and independent insurance companies rated in Best’s 's Insurance Guide Guide, or any successor thereto (or, or if there is be none, an organization having a national reputation), ) as having a general policyholder rating of “A-” "A" and a financial rating of at least “10”"XI", and which are licensed to do business in the State of New YorkIndiana. Upon Landlord?s request, Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, shall deliver to Landlord the policies of insurance (or certificates thereof) , together with evidence of payment of premiums thereon, and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) certificate in lieu thereof, with evidence of the payment of premiums thereon. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager Landlord and any Lessors and Mortgagees at least thirty (30) days prior written notice Notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(DC) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(D) Tenant, at Tenant's sole cost and expense, shall maintain insurance protecting and indemnifying Tenant against any and all damage to or loss of Tenant's Property, and all claims and liabilities relating thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant hereby release each other and their respective agents, employees, partners, shareholders, officers and directors from any claims or actions for damage to the Premises or Tenant's Property to the extent the same are covered by proceeds of any insurance policies maintained by the parties hereto under the terms of this Lease or in force at the time of any such damage. Each party shall cause each insurance policy carried obtained by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as it to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building other party in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A10.4(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant)party, but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 10.4 shall be deemed to relieve either party the Landlord or Tenant from any duty imposed elsewhere in this Lease to repair, restore and rebuildrebuild the Premises, in whole or in part.
Appears in 1 contract
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable for any such injury (or death) to persons or damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The Building (provided that the foregoing is shall not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconductits obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 hereof).
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements, which resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up.
(C) Tenant shall give notice to immediately notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects accident in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s propertyPremises.
Section 12.2SECTION 9.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an "all risk" insurance policy for Tenant's Specialty Alterations and Tenant's Property at the Term Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (ii) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such policies shall provide that Tenant is negligent or otherwise responsible for named as the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the ManagerLandlord's managing agent, Landlord's agents and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be included added as additional insureds in said policies and shall insureds, as their respective interests may appear, with respect to the insurance required to be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior carried pursuant to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: clauses (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation above. Such policy with respect to clause (ii) above shall include a provision under which the insurer agrees to indemnify, defend and occupational disease insurancehold Landlord, employee benefit insurance Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (b) the policy shall be non-cancellable with respect to Landlord, Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days' prior written notice shall have been given to Landlord pursuant to the provisions of Article 26 hereof, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance in carrier which may adversely affect the statutory amounts required by the laws coverage of the State insureds under such policy of New York with broad form all-states endorsementinsurance, Tenant shall immediately deliver to Landlord and employer’s liability insurance with statutory limitsany other additional insured hereunder a copy of such notice. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies minimum amounts of liability under the policy of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and required to be carried pursuant to clause (ii) above shall be a combined single limit with respect to each occurrence in an amount of $5,000,000 for injury (or death) to persons and damage to property, which amount shall be increased from time to time to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by prudent landlords of non-institutional first class buildings in New York City. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed insurers permitted to do business in the State of New York, and rated in Best's Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of "A" and a financial rating of at least "XIII".
SECTION 9.3. Tenant shall, not later than ten (10) Business Days On or prior to the Commencement Date, Tenant shall deliver to Landlord the policies appropriate certificates of insurance (insurance, including evidence of waivers of subrogation required pursuant to Section 10.5 hereof, required to be carried by Tenant pursuant to this Article 9. Evidence of each renewal or certificates thereof) and replacement of a policy shall thereafter furnish be delivered by Tenant to Landlord, Landlord at least thirty twenty (3020) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofpolicy.
SECTION 9.4. Tenant acknowledges that Landlord shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums not carry insurance on, and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated responsible for damage to, make such payment Tenant's Property or carry such policySpecialty Alterations, and the amount paid by Landlordthat Landlord shall not carry insurance against, with interest thereon (at the Applicable Rate), shall or be repaid to Landlord responsible for any loss suffered by Tenant on demanddue to, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord interruption of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect theretoTenant's business.
(A) Landlord shall cause each policy carried SECTION 9.5. If notwithstanding the recovery of insurance proceeds by Landlord insuring the Building against Tenant for loss, damage or destruction by fire of its property (or other casualtyrental value or business interruptions) Landlord is liable to Tenant with respect thereto or is obligated under this Lease to make replacement, and Tenant shall cause each repair or restoration, then, at Landlord's option, either (i) the amount of the net proceeds of Tenant's insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against such loss, damage or destruction by fire or other casualty, to shall be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation offset against Landlord's liability to Tenant therefor, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party (ii) shall be liable made available to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing Landlord to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenantfor replacement, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree repair or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedsrestoration.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
Samples: Lease Agreement (NBC Internet Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Neither Landlord nor its Landlord's agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of injury or damage to any property of Tenant by theft persons or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited to damage resulting from fire or other casualty caused by Persons other tenants or persons in than the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice written Notice to Landlord Landlord, promptly after Tenant learns thereof, of any accident, emergency, occurrence for which Landlord might be liableoccurrence, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible responsible. Such Notice shall be given by telecopy or which constitutes Landlord’s propertypersonal delivery to the address(es) of Landlord in effect for Notice.
Section 12.2SECTION 10.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State of Indiana standard policies form of fire insurance and liability with extended coverage, or with rental, liability, boiler, sprinkler, water damage, war risk or other insurance policies covering the Premises (hereinafter referred to as “"Building Insurance”"); and Tenant, at Tenant’s 's own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) TenantTenant shall, at Tenant’s sole 's own cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles for the benefit of Landlord, any Mortgagees and Tenant, the Building Insurance in an amount reasonably satisfactory equal to Landlordthe replacement value of the Building and its contents (not to exceed $1,815,700.00) and commercial general liability insurance (including premises operation, protecting bodily injury, personal injury, death, independent contractors, broad form contractual liability and indemnifying Tenant broad form property damage coverages) with coverage limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, against any and all damage claims, demands or actions with respect to damage, injury or loss death made by or on behalf of any Alterations person or entity, arising from or relating to the conduct and leasehold improvementsoperation of Tenant's business in, including any made by Landlord to prepare on or about the Premises for (which shall include Tenant’s occupancy's signs, if any), or arising from or related to any act or omission of Tenant or of Persons Within Tenant's Control.
(B) Landlord and Tenant’s Property. Such insurance any Mortgagees shall not contain any exclusions for flood or acts of terrorism or similar eventsbe named as additional insureds in said policies. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as "occurrence" policies; (ii) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (iiiii) issued by reputable and independent insurance companies rated in Best’s 's Insurance Guide Guide, or any successor thereto (or, or if there is be none, an organization having a national reputation), ) as having a general policyholder rating of “A-” "A" and a financial rating of at least “10”"XI", and which are licensed to do business in the State of New YorkIndiana. Upon Landlord?s request, Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, shall deliver to Landlord the policies of insurance (or certificates thereof) , together with evidence of payment of premiums thereon, and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) certificate in lieu thereof, with evidence of the payment of premiums thereon. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager Landlord and any Lessors and Mortgagees at least thirty (30) days prior written notice Notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(DC) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(D) Tenant, at Tenant's sole cost and expense, shall maintain insurance protecting and indemnifying Tenant against any and all damage to or loss of Tenant's Property, and all claims and liabilities relating thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant hereby release each other and their respective agents, employees, partners, shareholders, officers and directors from any claims or actions for damage to the Premises or Tenant's Property to the extent the same are covered by proceeds of any insurance policies maintained by the parties hereto under the terms of this Lease or in force at the time of any such damage. Each party shall cause each insurance policy carried obtained by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as it to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building other party in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A10.4(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant)party, but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 10.4 shall be deemed to relieve either party the Landlord or Tenant from any duty imposed elsewhere in this Lease to repair, restore and rebuildrebuild the Premises, in whole or in part.
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INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property.
Section 12.29.1. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an “all risk” insurance policy for Tenant’s Property and all Alterations made by Tenant or on behalf of Tenant (whether before or after the Term Effective Date) in connection with Tenant’s operations at the Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (ii) a policy of commercial general liability insurance (without deductible) in the “Liability Policy”), with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions endorsement which provides, on an occurrence basis, a minimum combined single limit of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, no less than $5,000,000 (coverage in excess of $1,000,000 may be provided by way of an umbrella/excess liability or expensepolicy). The Tenant shall be named as the loss payee under the insurance policy required by Section 9.1(i) above with respect to all Tenant’s Property and Alterations other than non-Severable Alterations. Landlord shall be named as loss payee with respect to all non-Severable Alterations. Tenant, Landlord, Landlord’s managing agent and Landlord’s agents (whose names shall have been furnished to Tenant) shall all be named as insured parties, as their respective interests may appear, with respect to the Liability Policy. Such Liability Policy shall include a provision under which the insurer agrees to indemnify, defend and hold Landlord, Landlord’s managing agent and Landlord’s agents harmless from and against, subject to the limits of liability set forth in this Section 9.1, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 34. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (b) each policy shall be not less than Five Million non-cancelable with respect to Landlord, Landlord’s managing agent and 00/100 Landlord’s agents (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days’ prior written notice shall have been given to Landlord by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance carrier which may adversely affect the coverage of the insureds under such policy of insurance, Tenant shall immediately deliver to Landlord and any other additional insured hereunder a copy of such notice. The minimum amounts of liability under the Liability Policy shall be a combined single limit with respect to each occurrence in an amount of $5,000,000.005,000,000 for injury (or death) Dollars per occurrenceto persons and damage to property, which amount may shall be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as increased from time to time to that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, which in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types judgment is then being customarily required by prudent landlords of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep institutional first class buildings in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar eventsNew York City. All said policies shall cover insurance required to be carried by Tenant pursuant to the full replacement value terms of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage this Real Estate Lease shall be “All Risk” as stated in clause (i) above.
(C) All effected under valid and enforceable policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide Guide, or any successor thereto (or, or if there is be none, an organization having a national reputation), ) as having a general policyholder rating of “A-A” and a financial rating of at least “10XIII”.
Section 9.2. Landlord or its Affiliate shall obtain and keep, or cause to be obtained and which are licensed kept, in full force and effect insurance against loss or damage by fire and other casualty to do business the Buildings, including the Alterations (but exclusive of Tenant’s Property and any Alterations made by Tenant or on behalf of Tenant (whether before or after the Effective Date) in connection with Tenant’s operations), as may insurable under then available standard forms of “all-risk” insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof or in such lesser amount determined by Landlord. Notwithstanding the foregoing, Landlord shall not be liable to Tenant for any failure to insure, replace or restore any Alterations. If requested by Landlord, Tenant shall cooperate with Landlord and Landlord’s insurance companies in the State adjustment of New Yorkany claims for any damage to the Building or such Alterations. Landlord shall be loss payee under the insurance policies required by this Section 9.2.
Section 9.3. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, shall deliver to Landlord the policies appropriate certificates of insurance (insurance, including evidence of waivers of subrogation required to be carried by Tenant pursuant to this Article 9. Evidence of each renewal or certificates thereof) and replacement of a policy shall thereafter furnish be delivered by Tenant to Landlord, Landlord at least thirty twenty (3020) days prior to the expiration of any such policies policy.
Section 9.4. Tenant acknowledges that Landlord shall not carry insurance on, and any renewal thereofshall not be responsible for damage to, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofTenant’s Property.
Section 9.5. Tenant shall promptly send not obtain any property insurance (under policies required to be maintained pursuant to clause (i) of Section 9.1 or otherwise) that covers the property that is covered by the policies required to be maintained by Landlord a copy of all notices sent pursuant to Tenant by Tenant’s insurerSection 9.2.
(D) Section 9.6. Landlord shall have the right from time to time to obtain insurance coverage for the Premises which differs from the insurance coverage required by this Article 9. Tenant shall pay all premiums and charges for all have the right to request a description of said policies, and, if Tenant shall fail insurance coverage pertaining to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of from Landlord on an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedsannual basis.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
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INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property Property, Alterations or leasehold improvements (including, without limitation, Landlord’s Initial Alterations Work) or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property.
Section 12.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) ), in a form approved in New York State State, covering (including broad form property damage coverages i) Tenant’s liability with respect to any construction that Tenant may perform in connection with the Premises; (ii) Tenant’s liability for occupation and coverage for use of the Premises; and (iii) its contractual liability recognizing the indemnity provisions of under this Lease and protecting to the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense)extent insurable under a standard ISO CGL policy. The limits of liability shall be not less than Five Million and 00/100 Dollars ($5,000,000.00) Dollars per occurrence, which amount and in the aggregate and may be satisfied with a any combination of primary commercial general and excess liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an insurance so long as excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by policies follow-form with the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policyinsurance provisions. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense, provided that prudent landlords of first-class office buildings similar to the Building in the vicinity of the Building are generally requiring such amounts or types of insurance coverage.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.:
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INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s the negligence or willful misconductmisconduct of Person Within Landlord’s Control, subject to the provisions of Section 12.5 and Section 39.10.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property.
Section 12.2. Tenant shall not do or permit authorize to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit authorize anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease. Landlord represents that the mere use of the Premises for the Permitted Use (as distinguished from the manner of such Permitted Use) will not cause any increase in the rate of premiums for any Building Insurance.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004)expense. All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.as
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INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Neither Tenant nor Persons Within Tenant’s Control shall entrust any property Tenant’s Property to any Building employee. Any Building employee to whom any property Tenant’s Property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property Tenant’s Property and neither Landlord nor its agents shall be liable for any damage to Tenant’s property of Tenant or property of others entrusted to employees of the Building, nor for the loss of or damage to any such property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building, except as set forth in Article 21. The foregoing is shall not intended to relieve Landlord from liability from any actual damages suffered by to Tenant (other than for consequential damages) directly resulting from Landlord’s the negligence or willful misconductmisconduct of Landlord, its employees and agents.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reasonreason whatsoever, including Landlord’s own acts, or if any of such windows are permanently closed, darkened or covered solely bricked-up by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction. Landlord shall endeavor to (i) give Tenant notice (which notice may be given orally, notwithstanding the provisions of Article 27) prior to any temporary closing, darkening or bricking-up of any windows by reason of repairs, maintenance, alterations or improvements, and (ii) cause any such work to be performed as expeditiously as is practicable and in a manner designed to minimize any interference with Tenant’s business operations at the Premises, but Landlord’s failure to so notify Tenant or to cause such work to be completed expeditiously shall not impose any liability upon Landlord.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property. Such notice shall be given by telecopy or personal delivery to the address(es) of Landlord in effect for notice.
Section 12.2. 12.2 Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boardsboards (except for structural changes, repairs or Laws with which Landlord is otherwise required to comply under this Lease), and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. 12.3 If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day within thirty (30) days of the month following such payment by Landlord’s submission to Tenant of an invoice therefor, together with customary back-up documentation.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease to the extent covered by the Commercial General Liability policy and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars 1,000,000.00 per occurrence and Two Million and 00/100 (/ $2,000,000.00) Dollars 2,000,000.00 general aggregate, aggregate and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars 5,000,000 and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability liability, to the extent covered by the Commercial General Liability policy, arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004)expense. All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood flood, mold/fungus (subject to the policy’s $50,000 coverage carve-back) or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limitsa limit of One Million ($1,000,000.00) Dollars for each accident and (iii) Business interruption insurance (including Extra Expense) fully compensating for the amount of Fixed Rent, additional rent and other charges owed to Landlord by Tenant for a period of not less than twelve (12) months. The coverage shall be “All Risk” (subject to policy terms, conditions and exclusions) as stated in clause (i) above.
(C) All policies The Commercial General Liability policy of insurance shall be: be (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-A” and a financial rating of at least “1013”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty fifteen (3015) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, cancel or fail to renew, diminish or materially modify renew said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurerinsurer relating to the Premises.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of TenantManager), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Section 12.6 Landlord shall maintain and keep in full force and effect or cause to be maintained and kept in full force and effect, such insurance as the Lessor under any Superior Lease or the holder of any Mortgage shall require. If no Superior Lease or Mortgage is in effect, then Landlord shall maintain and keep in full force and effect, with a reputable, good and solvent insurance company licensed to do business in the State of New York, the following insurance:
(a) commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in a combined single limit amount of not less than $5,000,000, arising from the conduct of Landlord, or omissions of Landlord, its agents, servants and contractors and (b) “all-risk” property insurance in amounts then customary for other commercial office buildings in the vicinity of the Building in the City and County of New York.
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INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable for any such injury (or death) to persons or damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The Building (provided that the foregoing is shall not intended to relieve Landlord from liability its obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 hereof or affect Tenant's rights pursuant to Section 14.5 hereof. Anything in this Article 9 to the contrary notwithstanding, except as set forth in Articles 4, 10, 13, 28 and 35 of this Lease and otherwise as expressly provided herein, Landlord shall not be relieved from responsibility directly to Tenant for any actual damages suffered loss or damage caused directly to Tenant wholly or in part by Tenant directly resulting from the negligent acts or omissions of Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building performed in accordance with Article 4, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements, which resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up.
(C) Tenant shall give notice to immediately notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects accident in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s propertyPremises.
Section 12.29.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an "all risk" insurance policy for Tenant's Specialty Alterations and Tenant's Property at the Term Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (ii) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such policies shall provide that Tenant is negligent or otherwise responsible for named as the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the ManagerLandlord's managing agent, Landlord's agents and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be included added as additional insureds in said policies and shall insureds, as their respective interests may appear, with respect to the insurance required to be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior carried pursuant to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: clauses (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation above. Such policy with respect to clause (ii) above shall include a provision under which the insurer agrees to indemnify, defend and occupational disease insurancehold Landlord, employee benefit insurance Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (b) the policy shall be non-cancelable with respect to Landlord, Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days' prior written notice shall have been given to Landlord by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance in carrier which may adversely affect the statutory amounts required by the laws coverage of the State insureds under such policy of New York with broad form all-states endorsementinsurance, Tenant shall immediately deliver to Landlord and employer’s liability insurance with statutory limitsany other additional insured hereunder a copy of such notice. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies minimum amounts of liability under the policy of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and required to be carried pursuant to clause (ii) above shall be a combined single limit with respect to each occurrence in an amount of $5,000,000 for injury (or death) to persons and damage to property, which amount shall be increased from time to time (but not more than once in any three (3) year period) to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by prudent landlords of non-institutional first class buildings in New York City, provided the same is not inconsistent with the minimum amounts of insurance then required by Landlord for other office tenants in the Building. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed insurers permitted to do business in the State of New York, and rated in Best's Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of "A" and a financial rating of at least "XIII".
Section 9.3. Landlord shall obtain and keep in full force and effect insurance against loss or damage by fire and other casualty to the Building, including Tenant's Alterations (exclusive of Specialty Alterations), as may be insurable under then available standard forms of "all-risk" insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof or in such lesser amount as will avoid co-insurance (including an "agreed amount" endorsement). Notwithstanding the foregoing, Landlord shall not be liable to Tenant for any failure to insure, replace or restore any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and of the cost thereof, and shall have maintained adequate records with respect to such Alterations to facilitate the adjustment of any insurance claims with respect thereto. Tenant shallshall cooperate with Landlord and Landlord's insurance companies in the adjustment of any claims for any damage to the Building or such Alterations. Landlord also shall maintain in full force and effect a policy of commercial general liability insurance that names Landlord as the insured thereunder and that is consistent with the nature and level of insurance customarily obtained by prudent owners of first-class office buildings in midtown Manhattan. Landlord shall name Tenant as an additional insured under the aforesaid policy of commercial general liability insurance if Landlord's insurer is willing to do so without additional charge to Landlord (with the understanding, not later than ten (10) Business Days however, that the liability insurance policy described in Section 9.2 hereof shall afford primary coverage to Landlord and Tenant with respect to claims for property damage or personal injury that derive from events occurring within the Premises or Tenant's conduct of business therein).
Section 9.4. On or prior to the Commencement Date, Tenant shall deliver to Landlord the policies appropriate certificates of insurance (insurance, including evidence of waivers of subrogation required pursuant to Section 10.5 hereof, required to be carried by Tenant pursuant to this Article 9. Evidence of each renewal or certificates thereof) and replacement of a policy shall thereafter furnish be delivered by Tenant to Landlord, Landlord at least thirty twenty (3020) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofpolicy.
Section 9.5. Tenant acknowledges that Landlord shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums not carry insurance on, and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated responsible for damage to, make such payment Tenant's Property or carry such policySpecialty Alterations, and the amount paid by Landlordthat Landlord shall not carry insurance against, with interest thereon (at the Applicable Rate), shall or be repaid to Landlord responsible for any loss suffered by Tenant on demanddue to, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord interruption of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect theretoTenant's business.
(A) Landlord shall cause each policy carried Section 9.6. If notwithstanding the recovery of insurance proceeds by Landlord insuring the Building against Tenant for loss, damage or destruction by fire of its property Landlord is liable to Tenant with respect thereto or other casualtyis obligated under this Lease to make replacement, and Tenant shall cause each repair or restoration, then, at Landlord's option, either (i) the amount of the net proceeds of Tenant's insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against such loss, damage or destruction by fire or other casualty, to shall be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation offset against Landlord's liability to Tenant therefor, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party (ii) shall be liable made available to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing Landlord to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenantfor replacement, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree repair or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedsrestoration.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
Samples: Lease Agreement (Liveperson Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Neither Landlord nor its Landlord's agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of injury or damage to any property of Tenant by theft persons or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited to damage resulting from fire or other casualty caused by Persons other tenants or persons in than the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice written Notice to Landlord Landlord, promptly after Tenant learns thereof, of any accident, emergency, occurrence for which Landlord might be liableoccurrence, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible responsible. Such Notice shall be given by telecopy or which constitutes Landlord’s propertypersonal delivery to the address(es) of Landlord in effect for Notice.
Section 12.2SECTION 10.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State of Indiana standard policies form of fire insurance and liability with extended coverage, or with rental, liability, boiler, sprinkler, water damage, war risk or other insurance policies covering the Premises (hereinafter referred to as “"Building Insurance”"); and Tenant, at Tenant’s 's own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) TenantTenant shall, at Tenant’s sole 's own cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles for the benefit of Landlord, any Mortgagees and Tenant, the Building Insurance in an amount reasonably satisfactory equal to Landlordthe replacement value of the Building and its contents (not to exceed $500,000.00) and commercial general liability insurance (including premises operation, protecting bodily injury, personal injury, death, independent contractors, broad form contractual liability and indemnifying Tenant broad form property damage coverages) with coverage limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, against any and all damage claims, demands or actions with respect to damage, injury or loss death made by or on behalf of any Alterations person or entity, arising from or relating to the conduct and leasehold improvementsoperation of Tenant's business in, including any made by Landlord to prepare on or about the Premises for (which shall include Tenant’s occupancy's signs, if any), or arising from or related to any act or omission of Tenant or of Persons Within Tenant's Control.
(B) Landlord and Tenant’s Property. Such insurance any Mortgagees shall not contain any exclusions for flood or acts of terrorism or similar eventsbe named as additional insureds in said policies. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as "occurrence" policies; (ii) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (iiiii) issued by reputable and independent insurance companies rated in Best’s 's Insurance Guide Guide, or any successor thereto (or, or if there is be none, an organization having a national reputation), ) as having a general policyholder rating of “A-” "A" and a financial rating of at least “10”"XI", and which are licensed to do business in the State of New YorkIndiana. Upon Landlord?s request, Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, shall deliver to Landlord the policies of insurance (or certificates thereof) , together with evidence of payment of premiums thereon, and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) certificate in lieu thereof, with evidence of the payment of premiums thereon. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager Landlord and any Lessors and Mortgagees at least thirty (30) days prior written notice Notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(DC) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(D) Tenant, at Tenant's sole cost and expense, shall maintain insurance protecting and indemnifying Tenant against any and all damage to or loss of Tenant's Property, and all claims and liabilities relating thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant hereby release each other and their respective agents, employees, partners, shareholders, officers and directors from any claims or actions for damage to the Premises or Tenant's Property to the extent the same are covered by proceeds of any insurance policies maintained by the parties hereto under the terms of this Lease or in force at the time of any such damage. Each party shall cause each insurance policy carried obtained by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as it to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building other party in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A10.4(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant)party, but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 10.4 shall be deemed to relieve either party the Landlord or Tenant from any duty imposed elsewhere in this Lease to repair, restore and rebuildrebuild the Premises, in whole or in part.
Appears in 1 contract
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Neither Landlord nor its Landlord's agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of injury or damage to any property of Tenant by theft persons or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited to damage resulting from fire or other casualty caused by Persons other tenants or persons in than the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconduct.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice written Notice to Landlord Landlord, promptly after Tenant learns thereof, of any accident, emergency, occurrence for which Landlord might be liableoccurrence, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible responsible. Such Notice shall be given by telecopy or which constitutes Landlord’s propertypersonal delivery to the address(es) of Landlord in effect for Notice.
Section 12.2SECTION 10.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State of Indiana standard policies form of fire insurance and liability with extended coverage, or with rental, liability, boiler, sprinkler, water damage, war risk or other insurance policies covering the Premises (hereinafter referred to as “"Building Insurance”"); and Tenant, at Tenant’s 's own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) TenantTenant shall, at Tenant’s sole 's own cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles for the benefit of Landlord, any Mortgagees and Tenant, the Building Insurance in an amount reasonably satisfactory equal to Landlordthe replacement value of the Building and its contents (not to exceed $902,000.00) and commercial general liability insurance (including premises operation, protecting bodily injury, personal injury, death, independent contractors, broad form contractual liability and indemnifying Tenant broad form property damage coverages) with coverage limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, against any and all damage claims, demands or actions with respect to damage, injury or loss death made by or on behalf of any Alterations person or entity, arising from or relating to the conduct and leasehold improvementsoperation of Tenant's business in, including any made by Landlord to prepare on or about the Premises for (which shall include Tenant’s occupancy's signs, if any), or arising from or related to any act or omission of Tenant or of Persons Within Tenant's Control.
(B) Landlord and Tenant’s Property. Such insurance any Mortgagees shall not contain any exclusions for flood or acts of terrorism or similar eventsbe named as additional insureds in said policies. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as "occurrence" policies; (ii) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (iiiii) issued by reputable and independent insurance companies rated in Best’s 's Insurance Guide Guide, or any successor thereto (or, or if there is be none, an organization having a national reputation), ) as having a general policyholder rating of “A-” "A" and a financial rating of at least “10”"XI", and which are licensed to do business in the State of New YorkIndiana. Upon Landlord?s request, Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, shall deliver to Landlord the policies of insurance (or certificates thereof) , together with evidence of payment of premiums thereon, and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) certificate in lieu thereof, with evidence of the payment of premiums thereon. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager Landlord and any Lessors and Mortgagees at least thirty (30) days prior written notice Notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(DC) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(D) Tenant, at Tenant's sole cost and expense, shall maintain insurance protecting and indemnifying Tenant against any and all damage to or loss of Tenant's Property, and all claims and liabilities relating thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant hereby release each other and their respective agents, employees, partners, shareholders, officers and directors from any claims or actions for damage to the Premises or Tenant's Property to the extent the same are covered by proceeds of any insurance policies maintained by the parties hereto under the terms of this Lease or in force at the time of any such damage. Each party shall cause each insurance policy carried obtained by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as it to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building other party in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A10.4(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant)party, but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 10.4 shall be deemed to relieve either party the Landlord or Tenant from any duty imposed elsewhere in this Lease to repair, restore and rebuildrebuild the Premises, in whole or in part.
Appears in 1 contract
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable for any such injury (or death) to persons or damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The Building (provided that the foregoing is shall not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconductits obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 hereof.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property.
Section 12.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with whole or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (orpart, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.by
Appears in 1 contract
Samples: Lease Agreement (PNV Net Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (Aa) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury or death to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s business, however caused, including but not limited resulting from fire or other casualty except to the extent actually caused by the gross negligence or willful misconduct of Landlord or its agents. Neither Landlord nor its agents shall be liable for any such injury or death to persons or damage caused by other tenants or persons in the BuildingBuilding or caused by construction of any private, public or quasi-public work except to the extent actually caused by the gross negligence or willful misconduct of Landlord or its agents. Neither Landlord nor its agents shall not be liable for any injury or death to persons or damage to property or improvements, or interruption of Tenant’s business, resulting from any latent defect in the Premises or in the Building. The Building except to the extent actually caused by the gross negligence or willful misconduct of Landlord or its agents; provided that the foregoing is shall not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconductits obligations, if any, to repair such latent defect pursuant to the provisions of Article 4.
(Bb) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, neither Landlord nor its agents shall not be liable in any way for any loss or for any damage Tenant or its agents may sustain thereby, thereby and Tenant shall not be (i) entitled to any compensation therefor nor therefor, (ii) entitled to any abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant (iii) released from its obligations hereunder, or (iv) deemed to suffer an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s obligations hereunder nor constitute an evictionbusiness, or otherwise. If the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements, that resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence.
(Cc) Tenant shall give notice to immediately notify Landlord promptly after Tenant learns of any accidentfire, emergency, occurrence for which Landlord might be liable, fire casualty or other casualty and all damages to or defects accident in the Premises or the Building for promptly after the repair of which Landlord might be responsible or which constitutes Landlord’s propertydiscovery thereof.
Section 12.29.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (a) an “all risk” insurance policy for Tenant’s Specialty Alterations and Tenant’s Property at the Term Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (b) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such policies shall provide that Tenant is negligent or otherwise responsible for named as the insured. Landlord, Landlord’s managing agent, Landlord’s agents and any Lessors and any Mortgagees whose names shall have been furnished to Tenant shall be added as (i) additional insured’s lossinsureds, liability or expenseas their respective interests may appear, with respect to the insurance required to be carried pursuant to Clause (b); and (ii) loss payees, as their respective interests may appear, with respect to the insurance required to be carried pursuant to Clause (a). The As of the date hereof, such additional insureds are listed in Schedule D. Such policy with respect to Clause (b) shall include a provision under which the insurer agrees to indemnify, defend and hold Landlord, Landlord’s managing agent, Landlord’s agents and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to Clause (b) shall contain a provision that (i) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (ii) the policy shall be not less than Five Million non-cancelable with respect to Landlord, Landlord’s managing agent, Landlord’s agents and 00/100 such Lessors and Mortgagees whose names and addresses shall have been furnished to Tenant, unless thirty ($5,000,000.0030) Dollars per occurrencedays’ prior written notice shall have been given to Landlord by certified mail, return receipt requested, which amount notice shall contain the policy number and the names of the insured and additional insureds. In addition, Tenant shall immediately, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance carrier that may be satisfied with a primary commercial general liability adversely affect the coverage of the insureds under such policy of not less than insurance, deliver to Landlord and any other additional insured thereunder a copy of such notice. The minimum amounts of liability under the policy of insurance required to be carried pursuant to Clause (b) shall be combined single limit with respect to each occurrence in an amount of One Million and 00/100 U.S. Dollars ($1,000,000.00) Dollars per occurrence for injury or death to persons and Two Million and 00/100 ($2,000,000.00) Dollars general aggregatedamage to property, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, Umbrella Liability Insurance in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the 5,000,000.00 for each policy year; which amount shall be increased from time to time to that amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Wheneverthat, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types is then being customarily required by prudent landlords of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep first-class office buildings in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar eventsNew York City. All said policies shall cover insurance required to be carried by Tenant pursuant to the full replacement value terms of all Alterations, leasehold improvements this Lease may contain commercially reasonable deductibles and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All effected under valid and enforceable policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are insurers licensed to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of “A” and a financial rating of at least “XIII”.
Section 9.3. Landlord shall obtain and keep in full force and effect insurance against loss or damage by fire and other casualty to the Building, including Tenant’s Alterations (exclusive of Specialty Alterations), the completion of which Landlord shall have been notified, as may be insurable under then available standard forms of “all-risk” insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof or in such lesser amount as will avoid co-insurance (including an “agreed amount” endorsement). Notwithstanding anything to the contrary contained in the Lease, including Articles 10 and 11, Landlord shall not be liable to Tenant for any failure to insure, replace or restore any Alterations (and Tenant shall be obligated to do so) unless Tenant shall have notified Landlord of the completion of such Alterations and of the cost thereof, and shall have maintained adequate records with respect to such Alterations to facilitate the adjustment of any insurance claims with respect thereto. Tenant shall, not later than ten (10) Business Days shall cooperate with Landlord and Landlord’s insurance companies in the adjustment of any claims for any damage to the Building or such Alterations.
Section 9.4. On or prior to the Commencement Date, Tenant shall deliver to Landlord the policies appropriate certificates of insurance (insurance, including evidence of waivers of subrogation required pursuant to Section 10.5, required to be carried by Tenant pursuant to this Article 9. Evidence of each renewal or certificates thereof) and replacement of a policy shall thereafter furnish be delivered by Tenant to Landlord, Landlord at least thirty twenty (3020) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofpolicy.
Section 9.5. Tenant acknowledges that Landlord shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums not carry insurance on, and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated responsible for damage to, make such payment Tenant’s Property or carry such policySpecialty Alterations, and the amount paid by Landlordthat Landlord shall not carry insurance against, with interest thereon (at the Applicable Rate), shall or be repaid to Landlord responsible for any loss suffered by Tenant on demanddue to, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord interruption of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect theretoTenant’s business.
(A) Landlord shall cause each policy carried Section 9.6. If, notwithstanding the recovery of insurance proceeds by Landlord insuring the Building against Tenant for loss, damage or destruction by fire of its property (or other casualtyrental value or business interruptions), and Landlord is liable to Tenant shall cause each insurance policy carried by Tenant and insuring with respect thereto or is obligated under this Lease to make replacement, repair or restoration, then, at Landlord’s option, either (a) the Premises and amount of the net proceeds of Tenant’s Alterations, leasehold improvements and Tenant’s Property insurance against such loss, damage or destruction by fire or other casualty, to shall be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation offset against Landlord’s liability to Tenant therefor, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party (b) shall be liable made available to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing Landlord to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenantfor replacement, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree repair or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedsrestoration.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
Samples: Lease Agreement (Travelzoo Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable for any such injury (or death) to persons or 23 damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The Building (provided that the foregoing is shall not intended to relieve Landlord from liability its obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 hereof or affect Tenant's right, if any, regarding an abatement of the Fixed Rent and the Escalation Rent as set forth in Section 14.2 hereof). Anything in this Article 9 to the contrary notwithstanding, except as set forth in Articles 4, 10, 13, 28 and 35 of this Lease and otherwise as expressly provided herein, Landlord shall not be relieved from responsibility directly to Tenant for any actual damages suffered loss or damage caused directly to Tenant wholly or in part by the negligent acts or omissions of Landlord. Nothing in the foregoing sentence shall affect any right of Landlord to the indemnity from Tenant directly resulting from Landlord’s negligence or willful misconductto which Landlord may be entitled under Article 35 hereof in order to recoup for payments made to compensate for losses of third parties.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements, which resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up. Tenant expressly acknowledges that the windows of the Premises on the westerly side of the Building are "lot line" windows and therefore may have to be temporarily or permanently closed, darkened or bricked-up during the Term.
(C) Tenant shall give notice to immediately notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects accident in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s propertyPremises.
Section 12.29.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an "all risk" insurance policy for Tenant's Specialty Alterations and Tenant's Property at the Term Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (ii) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such 24 policies shall provide that Tenant is negligent or otherwise responsible for named as the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the ManagerLandlord's managing agent, Landlord's agents and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be included added as additional insureds in said policies and shall insureds, as their respective interests may appear, with respect to the insurance required to be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior carried pursuant to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: clauses (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation above. Such policy with respect to clause (ii) above shall include a provision under which the insurer agrees to indemnify, defend and occupational disease insurancehold Landlord, employee benefit insurance Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (b) the policy shall be non-cancellable with respect to Landlord, Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days' prior written notice shall have been given to Landlord by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance in carrier which may adversely affect the statutory amounts required by the laws coverage of the State insureds under such policy of New York with broad form all-states endorsementinsurance, Tenant shall immediately deliver to Landlord and employer’s liability insurance with statutory limitsany other additional insured hereunder a copy of such notice. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies minimum amounts of liability under the policy of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and required to be carried pursuant to clause (ii) above shall be a combined single limit with respect to each occurrence in an amount of $5,000,000 for injury (or death) to persons and damage to property, which amount shall be increased from time to time to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by prudent landlords of non-institutional first class buildings in New York City. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed insurers permitted to do business in the State of New York, and rated in Best's Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of "A" and a financial rating of at least "XIII".
Section 9.3. Landlord shall obtain and keep in full force and effect insurance against loss or damage by fire and other casualty to the Building, including Tenant's Alterations (exclusive of Specialty Alterations), as may be insurable under then available standard forms of "all-risk" insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof or in such lesser amount as will avoid co-insurance (including an "agreed amount" endorsement). Notwithstanding the foregoing, Landlord shall not be liable to Tenant for any failure to insure, replace or restore any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and of the cost thereof, and shall have maintained adequate records with respect to such Alterations to facilitate the adjustment of any insurance claims with respect thereto. Tenant shall, not later than ten (10) Business Days shall cooperate with Landlord and Landlord's insurance companies in the adjustment of any claims for any damage to the Building or such 25 Alterations.
Section 9.4. On or prior to the Commencement Date, each party shall deliver to Landlord the policies other party appropriate certificates of insurance (insurance, including evidence of waivers of subrogation required pursuant to Section 10.5 hereof, required to be carried by each party pursuant to this Article 9. Evidence of each renewal or certificates thereof) and replacement of a policy shall thereafter furnish be delivered by each party to Landlord, the other party at least thirty twenty (3020) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofpolicy.
Section 9.5. Tenant acknowledges that Landlord shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums not carry insurance on, and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated responsible for damage to, make such payment Tenant's Property or carry such policySpecialty Alterations, and the amount paid by Landlordthat Landlord shall not carry insurance against, with interest thereon (at the Applicable Rate), shall or be repaid to Landlord responsible for any loss suffered by Tenant on demanddue to, interruption of Tenant's business; it being expressly understood and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or agreed that the carrying by Landlord of any such policy, foregoing shall not be deemed affect Tenant's right, if any, regarding an abatement of the Fixed Rent and Escalation Rent pursuant to waive or release the default of Tenant with respect theretoSection 14.2 hereof.
(A) Landlord shall cause each policy carried Section 9.6. If notwithstanding the recovery of insurance proceeds by Landlord insuring the Building against Tenant for loss, damage or destruction by fire of its property (or other casualtyrental value or business interruptions) Landlord is liable to Tenant with respect thereto or is obligated under this Lease to make replacement, and Tenant shall cause each repair or restoration, then, at Landlord's option, either (i) the amount of the net proceeds of Tenant's insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against such loss, damage or destruction by fire or other casualty, to shall be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation offset against Landlord's liability to Tenant therefor, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party (ii) shall be liable made available to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing Landlord to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenantfor replacement, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree repair or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedsrestoration.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee of Landlord to whom any property is entrusted by or on behalf of Tenant (other than in violation the performance of the foregoing prohibition Landlord's obligations hereunder) shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any or theft of Tenant’s Property or for interruption property of Tenant’s business, however caused, including but not limited to damage caused by Tenant (other tenants or persons than in the Building. Landlord shall not be liable for any latent defect in performance of Landlord's obligations hereunder or to the Premises or in the Building. The foregoing is not intended to relieve Landlord extent deriving from liability from any actual damages suffered by Tenant directly resulting from Landlord’s negligence or willful misconductmisconduct on the part of Landlord (or an employee of Landlord acting within the scope of his or her employment)).
(B) If Subject to the terms of this Section 9.1(B), if at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reason, including Landlord’s own acts, Requirement or if any such windows are permanently closed, darkened or covered solely by reason of any Requirementsrepairs, maintenance, alterations, or improvements to the Building, then Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement of Fixed Rent or any other item diminution of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. Landlord shall not have the right to close, darken or brick-up any window of the Premises permanently except to the extent required by Requirements. If at any time the windows of the Premises are closed, darkened or bricked-up, and such closing, darkening or bricking-up is not permanent, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements which resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with all reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which 86 91 such windows are closed, darkened, or bricked-up. Landlord shall not have the right to install any signage, billboards or other similar elements designed for purposes of promotion on the exterior of the Building which interferes with the views from the windows of the Premises.
(C) Tenant shall give notice to promptly notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises promptly after Tenant has knowledge thereof, provided (i) such fire or other casualty results in damages for which the cost to repair is reasonably expected to exceed Twenty-Five Thousand Dollars ($25,000), (ii) Landlord is required to repair (or cause to be repaired) the damage caused thereby pursuant to the terms hereof, or (iii) such fire or other casualty has an adverse effect in any material respect on a Remote Building for the repair of which Landlord might be responsible System or which constitutes Landlord’s propertya Shared Building System.
Section 12.2. 9.2 Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an "all risk" insurance policy for the Term Tenant Restoration Items in an amount equal to one hundred percent (100%) of the replacement value thereof (the insurance policy described in this clause (i) being referred to herein as "Tenant's Property Policy"), (ii) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing endorsement (the indemnity provisions invoice policy described in this clause (ii) being referred to herein as "Tenant's Liability Policy"), and (iii) an "all risk" insurance policy for Tenant's Property in an amount equal to one hundred percent (100%) of the replacement value thereof (the insurance policy described in this Lease and protecting the Indemnitees clause (iii) being referred to herein as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense"Tenant's Personal Property Policy"). The limits deductible under each of liability Tenant's Liability Policy, Tenant's Property Policy and Tenant's Personal Property Policy shall be not less than Five Million exceed the Permitted Deductible Amount. Landlord shall reasonably cooperate with Tenant and 00/100 ($5,000,000.00) Dollars per occurrenceits insurance company in the adjustment of any claims with the issuer of Tenant's Property Policy for any damage to the Tenant Restoration Items. Tenant's Property Policy, which amount may be satisfied with a primary commercial general liability policy of not less than One Million Tenant's Personal Property Policy and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least Tenant's Liability Policy shall provide that Tenant is named as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policyinsured. Landlord, Landlord's managing agent, the ManagerCondominium Association (and the individual members of the Board of Managers and any Subordinate Board of Managers), the managing agent for the Condominium Association, and any Lessors and any Mortgagees (whose names have been furnished to Tenant) shall be included added as additional insureds, as their respective interests may appear, with respect to Tenant's Liability Policy. Tenant shall cause a Mortgagee to be named as a mortgagee under Tenant's Property Policy promptly after Landlord's request from time to time, and provide Landlord with reasonable evidence that such Mortgagee has been so named under Tenant's Property Policy. Tenant's Liability Policy shall provide primary coverage for the Persons required to be named as additional insureds in said policies and shall be protected against all liability arising in connection with pursuant to this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofSection 9.2. Tenant shall promptly send have the right to Landlord a copy of all notices sent to Tenant by obtain Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises 's Property Policy and Tenant’s Alterations, leasehold improvements and Tenant’s 's Personal Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that Policy using the same insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at policy otherwise complies with the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as requirements set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedsArticle 9.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
Samples: Lease Agreement (Alexanders Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant Except as expressly provided in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Buildingthis Lease, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Except as set forth in Article 21, Landlord shall not be liable for any latent defect in the Premises or in the Building. The foregoing is not intended to relieve Landlord from liability from any actual damages suffered by Tenant directly resulting from Landlord’s the negligence or willful misconductmisconduct of Landlord, its agents, employees or contractors, subject to the provisions of Sections 12.6 and 39.10.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and except as expressly provided in this Lease, Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction.
(C) Tenant shall give notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property.
Section 12.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day with thirty (30) days after written request therefor by Landlord with evidence of the month following Tenant’s failure and such payment by Landlordrate increase.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Ten Million and 00/100 ($5,000,000.0010,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten sixty (1060) days after Landlord’s request, and to the extent any such change or increase requested is consistent with industry standard for tenants occupying space of a similar size to the Premises and Landlord is requesting such coverage for all of its other tenants leasing similarly-sized space in Landlord’s Xxxxxx Square portfolio, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.:
Appears in 1 contract
Samples: Lease Agreement (Squarespace, Inc.)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable for any such injury (or death) to persons or damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The Building (provided that the foregoing is shall not intended to relieve Landlord from liability its obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 hereof or affect Tenant's right, if any, regarding an abatement of the Fixed Rent and Escalation Rent as set forth in Section 14.2 hereof). Anything in this Article 9 to the contrary notwithstanding, except as otherwise expressly provided in this Lease, Landlord shall not be relieved from responsibility directly to Tenant for any actual damages suffered loss or damage caused directly to Tenant wholly or in part by the negligent acts or omissions of Landlord. Nothing in the foregoing sentence shall affect any right of Landlord to the indemnity from Tenant directly resulting from Landlord’s negligence or willful misconductto which Landlord may be entitled under Article 35 hereof in order to recoup for payments made to compensate for losses of third parties.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up.
(C) Tenant shall give notice to immediately notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects accident in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s propertyPremises.
Section 12.2. 9.2 Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an "all risk" insurance policy for Tenant's Specialty Alterations and Tenant's Property at the Term Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (ii) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such policies shall provide that Tenant is negligent or otherwise responsible for named as the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the ManagerLandlord's managing agent, Landlord's agent and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be included added as additional insureds in said policies and shall insureds, as their respective interests may appear with respect to the insurance required to be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior carried pursuant to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies , and only to the extent of the named insured's negligence with respect to the insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and required to be carried pursuant to clause (ii) issued by reputable above. Such policy described in clause (ii) above shall include coverage for all cost, expense and independent insurance companies rated liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Best’s Insurance Guide Article 35. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any successor thereto loss sustained and (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in b) the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies of insurance (or certificates thereof) and policy shall thereafter furnish be non-cancelable with respect to Landlord, at least Landlord's managing agent, Landlord's agent and such Lessors and Mortgagees (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days days' prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid have been given to Landlord by Tenant on demandcertified mail, return receipt requested, which notice shall contain the policy number and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess names of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact insured and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.additional
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INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (Aa) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor and its agents shall neither be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable to Tenant for any such injury (or death) to persons or damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The foregoing is Tenant shall not intended be liable to relieve Landlord from liability from any actual damages suffered by Tenant directly for injury (or death) to persons or damage to property resulting from Landlord’s negligence fire or willful misconductother casualty which shall be covered by the then standard form of "all risk" insurance policy, regardless of whether such insurance policy is then in effect (unless same was cancelled due to the acts or omissions of Tenant or any party claiming by, through or under Tenant).
(Bb) If at any time any a significant number of the windows of the Premises are temporarily closed, darkened or covered bricked-up for any reason, including Landlord’s own acts, or if any such windows are permanently closed, darkened or covered solely a period not exceeding three (3) consecutive months by reason of any Requirementsrepairs, maintenance, alterations, or improvements to the Building, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. Without limiting the foregoing, if a significant numbers of windows of the Premises are darkened or bricked up even if for a period exceeding three (3) consecutive months if due to a Requirement, Landlord shall not be liable for any damage Tenant may sustain thereby. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up.
(Cc) Tenant shall give notice to shall, immediately upon its knowledge thereof, notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects accident in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s propertyPremises.
Section 12.2. 9.2 Tenant shall not do shall, on or permit to be done any act or thing in or upon before the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boardsCommencement Date obtain, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term (a) an "all risk" fire and casualty insurance policy with extended coverage for Tenant's Specialty Alterations and Tenant's Property at the Premises, and (b) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such policies shall provide that Tenant is negligent or otherwise responsible for named as the insured. Landlord, Landlord's managing agent, and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be added as additional insureds, as their respective interests may appear with respect to the insurance required to be carried pursuant to clause (a) above, and only to the extent of the named insured’s loss's negligence with respect to the insurance required to be carried pursuant to clause (b) above. Such policy with respect to clause (b) above shall include a provision under which the insurer agrees to indemnity and hold Landlord, liability or expense). The Landlord's managing agent, and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to clause (b) above shall contain a provision that (i) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained, and (ii) the policy shall be not less than Five Million non-cancellable with respect to Landlord, Landlord's managing agent, and 00/100 such Lessors and Mortgagees ($5,000,000.00to the extent that their names and addresses shall have been furnished to Tenant) Dollars per occurrenceunless thirty (30) days' prior written notice shall have been given to Landlord by certified mail, return receipt requested, which amount notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance carrier which may be satisfied with a primary commercial general liability adversely affect the coverage of the insureds under such policy of not less than One Million insurance, Tenant shall immediately deliver to Landlord and 00/100 any other additional insured hereunder a copy of such notice. The minimum amounts of liability under the policy of insurance required to be carried pursuant to clause ($1,000,000.00b) Dollars per above shall be a combined single limit with respect to each occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Three Million and 00/100 Dollars ($5,000,000.003,000,000) Dollars for injury (or death) to persons and the damage to property, which amount shall be increased from time-to-time to that amount of insurance which is then being customarily carried by prudent tenants of comparable premises in comparable "class A" office buildings in midtown Manhattan. All insurance required to be carried by Tenant (and Landlord) pursuant to the primary policy. Landlord, the Manager, any Lessors and any Mortgagees terms of this Lease shall be included as additional insureds in said effected under valid and enforceable policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limits. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed insurers permitted to do business in the State of New York. Tenant shall, not later than ten and rated in Best's Insurance Guide, or any successor thereto (10or if there be none, an organization having a national reputation) Business Days as having a general policyholder rating of "A" and a financial rating of at least "XII", or a comparable rating from a successor or alternative organization.
Section 9.3 On or prior to the Commencement Date, Tenant shall deliver to Landlord and Landlord shall deliver to Tenant appropriate certificates of insurance, including evidence of waivers of subrogation or consent to waivers of rights of recovery required pursuant to Section 10.6 hereof, required to be carried pursuant to this Article 9. Evidence of each renewal or replacement of a policy shall be delivered to the policies of insurance (or certificates thereof) and shall thereafter furnish party entitled to Landlord, receive same at least thirty (30) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurerpolicy.
(Da) Tenant acknowledges that Landlord shall pay all premiums not carry insurance on, and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated responsible for damage to, make such payment Tenant's Property or carry such policySpecialty Alterations (other than those Specially Alterations which were part of Tenant's Initial Alterations), and the amount paid by Landlordthat Landlord shall not carry insurance against, with interest thereon (at the Applicable Rate), shall or be repaid to Landlord responsible for any loss suffered by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed due to constitute Additional Rent hereunder. Payment by Landlord interruption of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect theretoTenant's business.
(Ab) Landlord shall cause each shall, during the term of this Lease, maintain an "all risk" policy carried by fire and casualty insurance with extended coverage, in an amount equal to at least 80% of the then full insurable value (that is actual replacement cost without deduction for physical depreciation, exclusive of the cost of excavations, foundations, footings, underground pipes, conduits, flues and drains) of the Building, but in any event in an amount sufficient to prevent Landlord insuring from becoming a co-insurer under the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess provisions of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceedspolicy.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is shall be entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s 's agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord and Landlord’s nor its agents shall not be liable for any injury (or death) to persons or damage to any of Tenant’s Property property, or for interruption of Tenant’s 's business, however caused, including but not limited resulting from fire or other casualty; nor shall Landlord or its agents be liable for any such injury (or death) to persons or damage caused by other tenants or persons in the Building. Building or caused by construction of any private, public or quasi-public work; nor shall Landlord shall not be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant's business, resulting from any latent defect in the Premises or in the Building. The Building (provided that the foregoing is shall not intended to relieve Landlord from liability its obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 hereof or affect Tenant's right, if any, regarding an abatement of the Fixed Rent and Escalation Rent as set forth in Section 14.2 hereof). Anything in this Article 9 to the contrary notwithstanding, except as set forth in Articles 4, 10, 13,28 and 35 of this Lease and otherwise as expressly provided herein, Landlord shall not be relieved from responsibility directly to Tenant for any actual damages suffered loss or damage caused directly to Tenant wholly or in part by the negligent acts or omissions of Landlord. Nothing in the foregoing sentence shall affect any right of Landlord to the indemnity from Tenant directly resulting from Landlord’s negligence or willful misconductto which Landlord may be entitled under Article 35 hereof in order to recoup for payments made to compensate for losses of third parties.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for bricked-up due to any reasonRequirement or by reason of repairs, including Landlord’s own actsmaintenance, alterations, or if improvements to the Building, or any of such windows are permanently closed, darkened or covered solely by reason of bricked-up due to any RequirementsRequirement, Landlord shall not be liable for any damage Tenant may sustain thereby, thereby and Tenant shall not be entitled to any compensation therefor therefor, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s its obligations hereunder hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise, nor impose any liability upon Landlord or its agents. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements, which resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up. Tenant expressly acknowledges that the windows of the Premises on the easterly side of the Building are "lot line" windows and therefore may have to be temporarily or permanently closed, darkened or bricked up during the Term.
(C) Tenant shall give notice to immediately notify Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects accident in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s propertyPremises.
Section 12.29.2. Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boards, and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day of the month following such payment by Landlord.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain obtain and keep in full force and effect during (i) an "all risk" insurance policy for Tenant's Specialty Alterations and Tenant's Property at the Term Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (ii) a policy of commercial general liability and property damage insurance (without deductible) in on an occurrence basis, with a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not endorsement. Such policies shall provide that Tenant is negligent or otherwise responsible for named as the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Million and 00/100 ($5,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars general aggregate, and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars and the amount of the primary policy. Landlord, the ManagerLandlord's managing agent, Landlord's agents and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be included added as additional insureds in said policies and shall insureds, as their respective interests may appear, with respect to the insurance required to be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior carried pursuant to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basis. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten (10) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: clauses (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation above. Such policy with respect to clause (ii) above shall include a provision under which the insurer agrees to indemnify, defend and occupational disease insurancehold Landlord, employee benefit insurance Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (b) the policy shall be non-cancelable with respect to Landlord, Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days' prior written notice shall have been given to Landlord by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance in carrier which may adversely affect the statutory amounts required by the laws coverage of the State insureds under such policy of New York with broad form all-states endorsementinsurance, Tenant shall immediately deliver to Landlord and employer’s liability insurance with statutory limitsany other additional insured hereunder a copy of such notice. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies minimum amounts of liability under the policy of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and required to be carried pursuant to clause (ii) above shall be a combined single limit with respect to each occurrence in an amount of $3,000,000 for injury (or death) to persons and damage to property, which amount shall be increased from time to time to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by prudent landlords of non-institutional first class buildings in New York City. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed insurers permitted to do business in the State of New York, and rated in Best's Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of "A" and a financial rating of at least "XIII".
Section 9.3. Landlord shall obtain and keep in full force and effect insurance against loss or damage by fire and other casualty to the Building, including Tenant's Alterations (exclusive of Specialty Alterations), as may be insurable under then available standard forms of "all-risk" insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof or in such lesser amount as will avoid co-insurance (including an "agreed amount" endorsement). Notwithstanding the foregoing, Landlord shall not be liable to Tenant for any failure to insure, replace or restore any Alterations unless, if Landlord's insurer shall require notice of the completion of such Alterations and the maintenance of adequate records in connection therewith, Tenant shall have notified Landlord of the completion of such Alterations and of the cost thereof, and shall have maintained adequate records with respect to such Alterations to facilitate the adjustment of any insurance claims with respect thereto. Tenant shall, not later than ten (10) Business Days shall cooperate with Landlord and Landlord's insurance companies in the adjustment of any claims for any damage to the Building or such Alterations.
Section 9.4. On or prior to the Commencement Date, each party shall deliver to Landlord the policies other party appropriate certificates of insurance (insurance, including evidence of waivers of subrogation required pursuant to Section 10.5 hereof, required to be carried by each party pursuant to this Article 9. Evidence of each renewal or certificates thereof) and replacement of a policy shall thereafter furnish be delivered by each party to Landlord, the other party at least thirty twenty (3020) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish or materially modify said insurance policy(ies) without having given Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofpolicy.
Section 9.5. Tenant acknowledges that Landlord shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurer.
(D) Tenant shall pay all premiums not carry insurance on, and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated responsible for damage to, make such payment Tenant's Property or carry such policySpecialty Alterations, and the amount paid by Landlordthat Landlord shall not carry insurance against, with interest thereon (at the Applicable Rate), shall or be repaid to Landlord responsible for any loss suffered by Tenant on demanddue to, interruption of Tenant's business; it being expressly understood and all such amounts so repayableagreed that the foregoing shall not affect Tenant's right, together with such interestif any, shall be deemed regarding an abatement of the Fixed Rent and Escalation Rent pursuant to constitute Additional Rent hereunderSection 14.2 hereof.
Section 9.6. Payment If notwithstanding the recovery of insurance proceeds by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against for loss, damage or destruction by fire of its respective property (or rental value or business interruptions) either party is liable to the other casualtyparty with respect thereto or is obligated under this Lease to make replacement, and Tenant shall cause each repair or restoration, then, at the option of the party having such liability, either the amount of the net proceeds of the other party's insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against such loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party (i) shall be liable offset against such party's liability to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtainedparty therefor, or (ii) shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then made available to the party undertaking to obtain having such waiver shall notify the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice to agree in writing liability to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenantfor replacement, pro rata in proportion of Tenant’s rentable area repair or restoration. Landlord and Tenant hereby agree to look to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as insurance which they are each required to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor maintain hereunder prior to making a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies claim against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of Tenant), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Appears in 1 contract
Samples: Lease Agreement (General Media Inc)
INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT. (A) No Tenant shall entrust any property to any Building employee. Any Building employee to whom any property is entrusted by or on behalf of Tenant in violation of the foregoing prohibition shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Landlord and Landlord’s agents shall not be liable for any damage to any of Tenant’s Property or for interruption of Tenant’s business, however caused, including but not limited to damage caused by other tenants or persons in the Building. Landlord shall not be liable for any latent defect in the Premises or in the Building, except as set forth in Article 21. The foregoing is shall not intended to relieve Landlord from liability from any actual damages suffered by to Tenant directly (other than for consequential damages) to the extent resulting from Landlord’s the negligence or willful misconductmisconduct of Landlord, the Manager, and their employees, contractors and agents.
(B) If at any time any windows of the Premises are temporarily closed, darkened or covered for any reasonin connection with the repair, including Landlord’s own actsmaintenance, alteration or improvement to the Building, or if any of such windows are permanently closed, darkened or covered solely bricked-up by reason of any Requirements, Landlord shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefor nor to an abatement of Fixed Rent or any other item of Rental, nor shall the same release Tenant from Tenant’s obligations hereunder nor constitute an eviction. Landlord shall (i) give Tenant Notice at least five (5) Business Days prior to the date of any temporary closing, darkening or bricking-up of any windows by reason of repairs, maintenance, alterations or improvements (but shall be permitted to give Tenant oral notice in cases where a Notice would be impracticable, such as in an emergency), and (ii) cause any such work to be performed as expeditiously as is commercially reasonable.
(C) Tenant shall give notice a Notice to Landlord promptly after Tenant learns of any accident, emergency, occurrence for which Landlord might be liable, fire or other casualty and all damages to or defects in the Premises or the Building for the repair of which Landlord might be responsible or which constitutes Landlord’s property. Such Notice shall be given by telecopy or personal delivery to the address(es) of Landlord in effect pursuant to Article 27.
Section 12.2. 12.2 Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the terms of the New York State standard policies of fire insurance and liability (hereinafter referred to as “Building Insurance”); and Tenant, at Tenant’s own expense, shall comply with all rules, orders, regulations and requirements of all insurance boardsboards (except for structural changes, repairs or Laws with which Landlord is otherwise required to comply under this Lease), and shall not do or permit anything to be done in or upon the Premises or bring or keep anything therein or use the Premises in a manner which increases the rate of premium for any of the Building Insurance over the rate in effect at the commencement of the Term of this Lease.
Section 12.3. 12.3 If by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of premium for Building Insurance or other insurance on the property and equipment of Landlord shall increase, Tenant shall reimburse Landlord for that part of the insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. Tenant shall make said reimbursement on the first day within thirty (30) days after Landlord’s rendition of the month following such payment by Landlorda statement therefor.
(A) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term commercial general liability insurance (without deductible) in a form approved in New York State (including broad form property damage coverages and coverage for contractual liability recognizing the indemnity provisions of this Lease and protecting the Indemnitees as required, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense). The limits of liability shall be not less than Five Ten Million and 00/100 ($5,000,000.0010,000,000.00) Dollars per occurrence, which amount may be satisfied with a primary commercial general liability policy of not less than One Million and 00/100 ($1,000,000.00) Dollars 1,000,000.00 per occurrence and Two Million and 00/100 ($2,000,000.00) Dollars /$2,000,000.00 general aggregate, aggregate and an excess (or “Umbrella”) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between Five Million and 00/100 ($5,000,000.00) Dollars 10,000,000 and the amount of the primary policy. Landlord, the Manager, any Lessors and any Mortgagees shall be included as additional insureds in said policies and shall be protected against all liability arising in connection with this Lease, whether or not Tenant is negligent or otherwise responsible for the additional insured’s loss, liability or expense (such protection being that provided under form CG 20 10 dated prior to July 2004). All said policies of insurance shall be written as “occurrence” policies with general aggregate limit provided on a “per location” basispolicies. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within ten thirty (1030) days after Landlord’s requestgives Tenant a Notice with respect thereto, obtain such insurance coverage, at Tenant’s expense, provided that the owners of buildings in the vicinity of and similar in nature to the Building are generally requiring such additional amounts or different types of insurance coverage.
(B) Tenant, at Tenant’s sole cost and expense, shall obtain, maintain and keep in full force and effect during the Term: (i) “All Risk” insurance, with deductibles in an amount reasonably satisfactory to Landlord, protecting and indemnifying Tenant against any and all damage to or loss of any Alterations and leasehold improvements, including any made by Landlord to prepare the Premises for Tenant’s occupancy, and Tenant’s Property. Such insurance shall not contain any exclusions for flood flood, mold/fungus or acts of terrorism or similar events. All said policies shall cover the full replacement value of all Alterations, leasehold improvements and Tenant’s Property; and (ii) Workers’ compensation and occupational disease insurance, employee benefit insurance or any other insurance in the statutory amounts required by the laws of the State of New York with broad form all-states endorsement, and employer’s liability insurance with statutory limitsa limit of One Million ($1,000,000.00) Dollars for each accident and (iii) Business interruption insurance (including Extra Expense) fully compensating for the amount of Fixed Rent, additional rent and other charges owed to Landlord by Tenant for a period of not less than twelve (12) months. The coverage shall be “All Risk” as stated in clause (i) above.
(C) All policies of insurance shall be: (i) written as primary policy coverage and not contributing with or in excess of any coverage which Landlord or any Lessor may carry; and (ii) issued by reputable and independent insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of “A-” and a financial rating of at least “10”, and which are licensed to do business in the State of New York. Tenant shall, not later than ten (10) Business Days prior to the Commencement Date, deliver to Landlord the policies or certificates of insurance (or certificates thereof) and shall thereafter furnish to Landlord, at least thirty fifteen (3015) days prior to the expiration of any such policies and any renewal thereof, a new policy (or certificate) certificate in lieu thereof. Each of said policies shall also contain a provision whereby the insurer agrees not to cancel, fail to renew, diminish renew or materially modify said insurance policy(ies) without having given endeavoring to give Landlord, the Manager and any Lessors and Mortgagees at least thirty (30) days prior written notice thereofthereof (ten (10) days in the event of non-payment). Tenant shall promptly send to Landlord a copy of all notices sent to Tenant by Tenant’s insurerinsurer relating to the Premises.
(D) Tenant shall pay all premiums and charges for all of said policies, and, if Tenant shall fail to make any payment when due or carry any such policy, Landlord may, but shall not be obligated to, make such payment or carry such policy, and the amount paid by Landlord, with interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on demand, and all such amounts so repayable, together with such interest, shall be deemed to constitute Additional Rent hereunder. Payment by Landlord of any such premium, or the carrying by Landlord of any such policy, shall not be deemed to waive or release the default of Tenant with respect thereto.
(A) Landlord shall cause each policy carried by Landlord insuring the Building against loss, damage or destruction by fire or other casualty, and Tenant shall cause each insurance policy carried by Tenant and insuring the Premises and Tenant’s Alterations, leasehold improvements and Tenant’s Property against loss, damage or destruction by fire or other casualty, to be written in a manner so as to provide that the insurance company waives all rights of recovery by way of subrogation against Landlord, Tenant and any tenant of space in the Building in connection with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks enumerated in its policies, provided that such waiver was obtainable at the time of such loss or damage. However, if such waiver cannot be obtained, or shall be obtainable only by the payment of an additional premium charge above that which is charged by companies carrying such insurance without such waiver of subrogation, then the party undertaking to obtain such waiver shall notify give Notice to the other party of such fact and such other party shall have a period of ten (10) days after the giving of such notice Notice to agree in writing to pay such additional premium if such policy is obtainable at additional cost (in the case of Tenant, pro rata in proportion of Tenant’s rentable area to the total rentable area covered by such insurance); and if such other party does not so agree or the waiver shall not be obtainable, then the provisions of this Section 12.5 shall be null and void as to the risks covered by such policy for so long as either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If the release of either Landlord or Tenant, as set forth in the second sentence of this Section 12.5, shall contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released, but no action or rights shall be sought or enforced against such party unless and until all rights and remedies against the other’s insurer are exhausted and the other party shall be unable to collect such insurance proceeds.
(B) The waiver of subrogation referred to in Section 12.5(A) above shall extend to the agents and employees of each party (including, as to Landlord, the Manager and subtenants of TenantManager), but only if and to the extent that such waiver can be obtained without additional charge (unless such party shall pay such charge). Nothing contained in this Section 12.5 shall be deemed to relieve either party from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
Section 12.6 Landlord shall maintain and keep in full force and effect, with reputable insurance companies rated in Best’s Insurance Guide or any successor thereto (or, if there is none, an organization having a national reputation), as having a general policyholder rating of
(a) commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in a combined single limit amount of not less than $10,000,000, arising from the conduct of Landlord, or omissions of Landlord, its agents, servants and contractors and (b) “all-risk” insurance in an amount equal to Landlord’s estimate, given on an annual basis, of 100% of the replacement value of the Building, exclusive of footings. Landlord shall deliver to Tenant certificates of insurance evidencing such coverage on the same date or dates that Tenant is required to deliver to Landlord hereunder Tenant’s certificates of insurance. Such policies shall contain a provision whereby the insurer agrees not to cancel, fail to renew or materially modify said insurance policy(ies) without endeavoring to give Tenant at least thirty (30) days prior written notice thereof (ten (10) days in the event of non-payment). Tenant shall be included as an additional insured in said policies and shall be protected against all liability arising in connection with this Lease.
Appears in 1 contract
Samples: Lease Agreement (Digitas Inc)
