Insured Loss. If (i) there is a Tenant Insured Loss or a Landlord Insured Loss and (ii)Tenant exercises Tenant's Casualty Loss Termination Right, then (a) Tenant shall assign to Landlord and Landlord's lender, as their interests may appear, all of its right, title and interest in the Property Insurance covering the Insured Premises obtained by Tenant pursuant to Section 14.1.2 or otherwise, and (b) if Tenant has breached its obligation to obtain Property Insurance pursuant to Section 14.1.2, then Tenant shall cause to be paid to Landlord the full amount of the proceeds that would have been made available by the insurer for such loss as if Tenant had in fact carried the insurance required of Tenant pursuant to Section 14.1.2. Subject to the other provisions of this Section 27, if at any time during the term of this Lease (i) there is a Tenant Insured Loss or Landlord Insured Loss and (ii) neither Landlord nor Tenant exercises their respective Landlord's Casualty Loss Termination Right or Tenant's Casualty Loss Termination Right in accordance with this Section 27, then (a) this Lease shall continue in full force and effect, (b) Tenant shall restore the Insured Premises and, if Tenant so elects, such other Tenant Improvements and other Tenant's Property as Tenant may elect to restore as soon as reasonably possible, and (c) subject to any contrary provision of any Subordination Agreement, all of the proceeds of the Property Insurance covering the Insured Premises (and any additional sum that Landlord may elect to contribute to the restoration pursuant to Section 27.2.2.2) shall be disbursed for use by Tenant for such restoration of the Insured Premises. If any lender, after having consented to the use of insurance proceeds for restoration, should cut off the availability of such proceeds and such proceeds are not replaced by Landlord, then in addition to its other rights and remedies, Tenant shall have the right to cease restoration of the Insured Premises. At any time when Tenant is to undertake the restoration of the Insured Premises in accordance with this Lease, such restoration planning and work shall be performed by the Tenant in accordance with the provisions of Section 12 above and the provisions of the Work Letter relating to work which was to be performed by Tenant under such Work Letter. If Landlord carries the Property Insurance pursuant to Section 27.7 , then, subject to any contrary provisions of any Subordination Agreement executed by Landlord and Tenant, in the event of a Landlord Insured Loss, the proceeds of the Property Insurance for the Insured Premises shall be disbursed by the insurer for use as the restoration work progresses in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Tenant, Landlord and any Landlord's lender named as an additional insured or loss payee with respect to such Property Insurance covering the Insured Premises. Any proceeds of insurance attributable to any Tenant's Property, other than the Required Surrender Improvements, shall be disbursed as the insurer and Tenant shall agree. If Landlord has elected to provide any Insurance Proceeds Reduction Amount pursuant to Section 27.2.2.2, then, as the restoration work progresses, such Insurance Proceeds Reduction Amount shall be disbursed in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Landlord, Tenant and Landlord's lender. If Landlord fails to provide the Proceeds Reduction Amount, in addition to its other rights and remedies, Tenant shall have the right to halt restoration of the Insured Premises.
Appears in 1 contract
Samples: Lease Agreement (Cell Genesys Inc)
Insured Loss. If (i) there is a Tenant an Insured Loss or a Landlord Insured Loss and (ii)Tenant exercises Tenant's Casualty Loss Termination Rightoccurs, then Lessor shall, at Lessor's expense, repair such damage (abut not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) Tenant shall assign to Landlord as soon as reasonably possible and Landlord's lender, as their interests may appear, all of its right, title and interest in the Property Insurance covering the Insured Premises obtained by Tenant pursuant to Section 14.1.2 or otherwise, and (b) if Tenant has breached its obligation to obtain Property Insurance pursuant to Section 14.1.2, then Tenant shall cause to be paid to Landlord the full amount of the proceeds that would have been made available by the insurer for such loss as if Tenant had in fact carried the insurance required of Tenant pursuant to Section 14.1.2. Subject to the other provisions of this Section 27, if at any time during the term of this Lease (i) there is a Tenant Insured Loss or Landlord Insured Loss and (ii) neither Landlord nor Tenant exercises their respective Landlord's Casualty Loss Termination Right or Tenant's Casualty Loss Termination Right in accordance with this Section 27, then (a) this Lease shall continue in full force and effect; provided, (b) Tenant however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction and, in such event, Lessor shall make the insurance proceeds available to Lessee on a reasonable basis for that purpose. In the event Lessor elects to require that Lessee restore the Insured Premises, Lessee shall have twelve (12) months to restore the Premises and(during which rent shall be abated) to complete restoration of the Premises (the "Lessee Restoration Period"). Rent shall recommence at the end of the Lessee Restoration Period. The Lessee Restoration Period shall be extended to the extent any delay in restoration is caused by a force majeure even including, but not limited to, strike, labor troubles, acts of God, acts of government, unavailability of materials or labor, or any other cause beyond the control of Lessee. Notwithstanding the foregoing, if Tenant so electsthe required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, the shortage in proceeds was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within ten (10) days following receipt of written notice of such other Tenant Improvements shortage and other Tenant's Property as Tenant may elect to restore request therefor. If Lessor receives said funds or adequate assurance thereof within said ten (10) day period, the party responsible for making the repairs shall complete them as soon as reasonably possiblepossible and this Lease shall remain in full force and effect. If Lessor does not receive such funds or within said period assurance, Lessor may nevertheless elect by written notice to Lessee within ten (10) days thereafter to make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect. If in such case Lessor does not so elect, then this Lease shall terminate sixty (c60) subject to any contrary provision of any Subordination Agreement, all days following the occurrence of the proceeds of the Property Insurance covering the Insured Premises (and damage or destruction. Unless otherwise agreed, Lessee shall in no event have any additional sum that Landlord may elect to contribute to the restoration pursuant to Section 27.2.2.2) shall be disbursed for use by Tenant for such restoration of the Insured Premises. If any lender, after having consented to the use of insurance proceeds for restoration, should cut off the availability of such proceeds and such proceeds are not replaced by Landlord, then in addition to its other rights and remedies, Tenant shall have the right to cease restoration of the Insured Premises. At any time when Tenant is to undertake the restoration of the Insured Premises in accordance with this Lease, such restoration planning and work shall be performed by the Tenant in accordance with the provisions of Section 12 above and the provisions of the Work Letter relating to work which was to be performed by Tenant under such Work Letter. If Landlord carries the Property Insurance pursuant to Section 27.7 , then, subject to any contrary provisions of any Subordination Agreement executed by Landlord and Tenant, in the event of a Landlord Insured Loss, the proceeds of the Property Insurance for the Insured Premises shall be disbursed by the insurer for use as the restoration work progresses in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Tenant, Landlord and any Landlord's lender named as an additional insured or loss payee with respect to such Property Insurance covering the Insured Premises. Any proceeds of insurance attributable to any Tenant's Property, other than the Required Surrender Improvements, shall be disbursed as the insurer and Tenant shall agree. If Landlord has elected to provide any Insurance Proceeds Reduction Amount pursuant to Section 27.2.2.2, then, as the restoration work progresses, such Insurance Proceeds Reduction Amount shall be disbursed in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Landlord, Tenant and Landlord's lender. If Landlord fails to provide the Proceeds Reduction Amount, in addition to its other rights and remedies, Tenant shall have the right to halt restoration of the Insured Premises.reimbursement from Lessor for
Appears in 1 contract
Samples: Symyx Technologies Inc
Insured Loss. If (i) there is a Tenant Insured Loss or a Landlord Insured Loss and (ii)Tenant exercises Tenant's Casualty Loss Termination Right, then (a) Tenant shall assign to Landlord and Landlord's lender, as their interests may appear, all of its right, title and interest in the Property Insurance covering the Insured Premises obtained by Tenant pursuant to Section 14.1.2 or otherwise, and (b) if Tenant has breached its obligation to obtain Property Insurance pursuant to Section 14.1.2, then Tenant shall cause to be paid to Landlord the full amount of the proceeds that would have been made available by the insurer for such loss as if Tenant had in fact carried the insurance required of Tenant pursuant to Section 14.1.2. Subject to the other provisions of this Section 27paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage which is an Insured Loss and which falls into the classification of either Premises Partial Damage or Premises Building Partial Damage, then Lessor shall, at Lessor's expense, repair such damage to the Premises, but not Lessee's fixtures, equipment or tenant improvements, as soon as reasonably possible and this Lease shall continue in full force and effect. Uninsured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage which is not an Insured Loss and which falls within the classification of Premises Partial Damage or Premises Building Partial Damage, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), which damage prevents Lessee from using the Premises, Lessor may at Lessor's option either (i) there is a Tenant Insured Loss or Landlord Insured Loss and (ii) neither Landlord nor Tenant exercises their respective Landlordrepair such damage as soon as reasonably possible at Lessor's Casualty Loss Termination Right or Tenant's Casualty Loss Termination Right expense, in accordance with this Section 27, then (a) which event this Lease shall continue in full force and effect, or (bii) Tenant give written notice to Lessee within 30 days after the date of the occurrence of such damage of Lessor's intention to cancel and terminate this Lease as of the date of the occurrence of such damage. In the event Lessor elects to give such notice of Lessor's intention to cancel and terminate this Lease, Lessee shall restore have the Insured Premises andright within ten (10) days after the receipt of such notice to give written notice to Lessor of Lessee's intention to repair such damage at Lessee's expense, if Tenant so electswithout reimbursement from Lessor, in which event this Lease shall continue in full force and effect, and Lessee shall proceed to make such other Tenant Improvements and other Tenant's Property as Tenant may elect to restore repairs as soon as reasonably possible, . If Lessee does not give such notice within such 10-day period this Lease shall be canceled and (c) subject to any contrary provision of any Subordination Agreement, all terminated as of the proceeds date of the Property Insurance covering the Insured Premises (and any additional sum that Landlord may elect to contribute to the restoration pursuant to Section 27.2.2.2) shall be disbursed for use by Tenant for such restoration of the Insured Premises. If any lender, after having consented to the use of insurance proceeds for restoration, should cut off the availability occurrence of such proceeds and such proceeds are not replaced by Landlord, then in addition to its other rights and remedies, Tenant shall have the right to cease restoration of the Insured Premises. At any time when Tenant is to undertake the restoration of the Insured Premises in accordance with this Lease, such restoration planning and work shall be performed by the Tenant in accordance with the provisions of Section 12 above and the provisions of the Work Letter relating to work which was to be performed by Tenant under such Work Letter. If Landlord carries the Property Insurance pursuant to Section 27.7 , then, subject to any contrary provisions of any Subordination Agreement executed by Landlord and Tenant, in the event of a Landlord Insured Loss, the proceeds of the Property Insurance for the Insured Premises shall be disbursed by the insurer for use as the restoration work progresses in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Tenant, Landlord and any Landlord's lender named as an additional insured or loss payee with respect to such Property Insurance covering the Insured Premises. Any proceeds of insurance attributable to any Tenant's Property, other than the Required Surrender Improvements, shall be disbursed as the insurer and Tenant shall agree. If Landlord has elected to provide any Insurance Proceeds Reduction Amount pursuant to Section 27.2.2.2, then, as the restoration work progresses, such Insurance Proceeds Reduction Amount shall be disbursed in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Landlord, Tenant and Landlord's lender. If Landlord fails to provide the Proceeds Reduction Amount, in addition to its other rights and remedies, Tenant shall have the right to halt restoration of the Insured Premisesdamage.
Appears in 1 contract
Samples: Egghead Com Inc/De
Insured Loss. If Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than Twenty-Five Thousand Dollars (i$25,000) there to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is a Tenant Insured Loss damaged by fire or a Landlord Insured Loss other casualty which is fully insured (without regard to deductibles) and would cost not more than Five Hundred Thousand Dollars (ii)Tenant exercises Tenant's Casualty Loss Termination Right$500,000) and require less than 180 days to repair, then (a) Tenant shall assign to Landlord and Landlord's lender, as their interests may appear, all of its right, title and interest in the Property Insurance covering the Insured Premises obtained by Tenant pursuant to Section 14.1.2 or otherwise, and (b) if Tenant has breached its obligation to obtain Property Insurance pursuant to Section 14.1.2, then Tenant shall cause to be paid to Landlord the full amount of the proceeds that would have been made available by the insurer for such loss as if Tenant had in fact carried the insurance required of Tenant pursuant to Section 14.1.2. Subject to the other provisions of this Section 27, if at any time during the term of this Lease (i) there is a Tenant Insured Loss or Landlord Insured Loss and (ii) neither Landlord nor Tenant exercises their respective Landlord's Casualty Loss Termination Right or Tenant's Casualty Loss Termination Right in accordance with this Section 27, then (a) this Lease shall continue in full force and effect, (b) Tenant shall restore the Insured Premises and, if Tenant so elects, such other Tenant Improvements and other Tenant's Property as Tenant may elect to restore as soon as reasonably possible, and (c) subject to any contrary provision of any Subordination Agreement, all of the proceeds of the Property Insurance covering the Insured Premises (and any additional sum that Landlord may elect to contribute to the restoration pursuant to Section 27.2.2.2) shall be disbursed for use by Tenant for such restoration of the Insured Premises. If any lender, after having consented to the use of insurance proceeds for restoration, should cut off the availability of such proceeds and such proceeds are not replaced by Landlord, then in addition to its other rights and remedies, Tenant party shall have the right to cease restoration terminate its obligations under this Agreement to purchase or sell the Property by reason thereof and the Closing shall take place without abatement of the Insured PremisesPurchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance for the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price. At If any time when Tenant such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000) or require more than 180 days to undertake repair, then Purchaser may terminate its obligations under this Agreement to purchase the restoration Property by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 8.1, or on the Insured Premises Closing Date, whichever is earlier, in accordance with this Lease, such restoration planning and work which case the Deposit shall be performed by the Tenant in accordance with the provisions of Section 12 above promptly returned to Purchaser and the provisions of the Work Letter relating to work which was to be performed by Tenant under such Work Letter. If Landlord carries the Property Insurance pursuant to Section 27.7 , then, subject to any contrary provisions of any Subordination Agreement executed by Landlord and Tenant, in the event of a Landlord Insured Loss, the proceeds of the Property Insurance for the Insured Premises parties hereto shall be disbursed by the insurer for use as the restoration work progresses in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Tenant, Landlord and any Landlord's lender named as an additional insured or loss payee released of all further obligations hereunder with respect to such the Property Insurance covering except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the Insured Premises. Any proceeds of insurance attributable to any Tenant's Property, other than the Required Surrender Improvements, shall be disbursed as the insurer and Tenant shall agree. If Landlord has elected to provide any Insurance Proceeds Reduction Amount pursuant to Section 27.2.2.2, then, as the restoration work progresses, such Insurance Proceeds Reduction Amount shall be disbursed in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Landlord, Tenant and Landlord's lender. If Landlord fails to provide the Proceeds Reduction Amount, in addition to its other rights and remedies, Tenant shall have the right to halt restoration amount of the Insured Premisesinsured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Ashford Hospitality Trust Inc)
Insured Loss. If (i) there Premises Partial Damage that is a Tenant an Insured Loss or a Landlord Insured Loss and (ii)Tenant exercises Tenant's Casualty Loss Termination Rightoccurs, then Lessor shall, at Lessor's expense, repair such damage (abut not Lessee's Trade Fixtures or Lessee-Owned Alterations and Utility Installations) Tenant shall assign to Landlord as soon as reasonably possible and Landlord's lender, as their interests may appear, all of its right, title and interest in the Property Insurance covering the Insured Premises obtained by Tenant pursuant to Section 14.1.2 or otherwise, and (b) if Tenant has breached its obligation to obtain Property Insurance pursuant to Section 14.1.2, then Tenant shall cause to be paid to Landlord the full amount of the proceeds that would have been made available by the insurer for such loss as if Tenant had in fact carried the insurance required of Tenant pursuant to Section 14.1.2. Subject to the other provisions of this Section 27, if at any time during the term of this Lease (i) there is a Tenant Insured Loss or Landlord Insured Loss and (ii) neither Landlord nor Tenant exercises their respective Landlord's Casualty Loss Termination Right or Tenant's Casualty Loss Termination Right in accordance with this Section 27, then (a) this Lease shall continue in full force and effect. In the event, (b) Tenant however, that there is a shortage of insurance proceeds and such shortage is due to the fact that, by reason of the unique nature of the improvements in the Premises, full replacement cost insurance coverage was not commercially reasonably and available, Lessor shall have no obligation to pay for the shortage of insurance proceeds or to fully restore the Insured unique aspects of the Premises andunless Lessee provides Lessor with the funds to cover same, if Tenant so electsor adequate assurance thereof, within ten (10) days following receipt of written notice of such other Tenant Improvements shortage and other Tenant's Property as Tenant may elect request therefor. If Lessor receives said funds or adequate assurance thereof satisfactory to restore Lessor in its sole discretion within said ten (10) day period, Lessor shall complete such restoration and repairs as soon as reasonably possiblepossible and this Lease shall remain in full force and effect. If Lessor does not receive such funds or assurance within said period, Lessor may nevertheless elect by written notice to Lessee within ten (10) days thereafter to make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect. If Lessor does not receive such funds or assurance within such ten (10) day period, and if Lessor does not so elect to restore and repair, then this Lease shall terminate sixty (c60) days following the occurrence of the damage or destruction. Unless otherwise agreed, Lessee shall in no event have any right to reimbursement from Lessor for any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to any contrary provision PARAGRAPH 11.2(b) rather than PARAGRAPH 11.2(a), notwithstanding that there may be some insurance coverage, but the net proceeds of any Subordination Agreement, all of the proceeds of the Property Insurance covering the Insured Premises (and any additional sum that Landlord may elect to contribute to the restoration pursuant to Section 27.2.2.2) such insurance shall be disbursed for use by Tenant for such restoration of the Insured Premises. If any lender, after having consented to the use of insurance proceeds for restoration, should cut off the availability of such proceeds and such proceeds are not replaced by Landlord, then in addition to its other rights and remedies, Tenant shall have the right to cease restoration of the Insured Premises. At any time when Tenant is to undertake the restoration of the Insured Premises in accordance with this Lease, such restoration planning and work shall be performed by the Tenant in accordance with the provisions of Section 12 above and the provisions of the Work Letter relating to work which was to be performed by Tenant under such Work Letter. If Landlord carries the Property Insurance pursuant to Section 27.7 , then, subject to any contrary provisions of any Subordination Agreement executed by Landlord and Tenant, in the event of a Landlord Insured Loss, the proceeds of the Property Insurance made available for the Insured Premises shall be disbursed repairs if made by the insurer for use as the restoration work progresses in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Tenant, Landlord and any Landlord's lender named as an additional insured or loss payee with respect to such Property Insurance covering the Insured Premises. Any proceeds of insurance attributable to any Tenant's Property, other than the Required Surrender Improvements, shall be disbursed as the insurer and Tenant shall agree. If Landlord has elected to provide any Insurance Proceeds Reduction Amount pursuant to Section 27.2.2.2, then, as the restoration work progresses, such Insurance Proceeds Reduction Amount shall be disbursed in accordance with procedures (comparable to construction loan disbursement procedures) reasonably acceptable to Landlord, Tenant and Landlord's lender. If Landlord fails to provide the Proceeds Reduction Amount, in addition to its other rights and remedies, Tenant shall have the right to halt restoration of the Insured Premiseseither party.
Appears in 1 contract
