Common use of Landlord Default and Tenant Remedies Clause in Contracts

Landlord Default and Tenant Remedies. Subject to the terms and provisions hereinbelow, and in addition to any other remedy expressly available to Tenant pursuant to this Lease or at law or in equity, should Landlord fail to perform any term or covenant under this Lease (each and any such failure being herein sometimes referred to as a "Landlord Default") and if any such Landlord Default shall not be cured and shall accordingly be continuing thirty (30) days following written notice by certified mail by Tenant to Landlord of such Landlord Default (in the event that such Landlord Default consists of a breach or failure by Landlord to pay any monetary amount due and payable by Landlord to Tenant), or sixty (60) days (provided, however, that if Landlord shall commence curing of such default and such default cannot be cured within said sixty (60) day period, Landlord shall be given up to one hundred eighty (180) days following original written notice to cure said default) following written notice by certified mail by Tenant to Landlord of such Landlord Default (in the event such default consists of a breach or failure by Landlord to comply with any obligation of Landlord other than one involving the payment of a monetary amount payable by Landlord to Tenant hereunder), then, in either such event, Tenant shall have the option (at Tenant's sole discretion) of remedying such Landlord Default and, in connection therewith, incurring expenses for the account of Landlord, and any and all such sums expended or obligations incurred by Tenant in connection therewith shall be paid by Landlord to Tenant upon demand (together with interest thereon at the Default Rate from the date of any such expenditure by Tenant until the date of repayment thereof by Landlord to Tenant). Notwithstanding the foregoing, in all events Tenant shall have the right to remedy any Landlord Default without prior notice in the event of an Emergency (so long as Tenant gives notice within a reasonable period of time thereafter) and invoice Landlord in the manner set forth in the preceding sentences of this Section.

Landlord Default and Tenant Remedies. Subject If Landlord fails to the terms and provisions hereinbelow, and in addition to pay any other remedy expressly available amounts due to Tenant pursuant to this Lease or at law or in equity, should Landlord fail to perform any term or covenant under this Lease (each and any shall not cure such failure being herein sometimes referred within twenty (20) days following Tenant’s notice to as a "Landlord Default"(and to the holder of any mortgage) or if Landlord fails to keep or perform any of its obligations under this Lease and if any such Landlord Default shall not be cured and shall accordingly be continuing cure such failure within thirty (30) days following written Tenant’s notice by certified mail by Tenant to Landlord (and to the holder of such Landlord Default (in the event that such Landlord Default consists of a breach or failure by Landlord to pay any monetary amount due and payable by Landlord to Tenantmortgage), or sixty (60) days (Landlord shall be in default under this Lease; provided, however, if the failure is of a nature that if Landlord shall commence curing of such default and such default it cannot be cured within said sixty thirty (6030) day perioddays, Landlord shall not be given up in default so long as Landlord commences the cure within such thirty (30) day period and diligently and continuously pursues the cure to one hundred eighty (180) days following original written notice to cure said default) following written notice by certified mail by Tenant to Landlord of such Landlord Default (in completion as soon as reasonably possible. In the event such default consists of a breach or failure default by Landlord to comply with any obligation of Landlord other than one involving the payment of a monetary amount payable by Landlord to Tenant hereunder), then, in either such event, Tenant shall have the option (be entitled to pursue any remedies available to Tenant at Tenant's sole discretion) of remedying such Landlord Default andlaw or in equity; provided that, in connection therewith, incurring expenses for the account of Landlord, and any and all such sums expended or obligations incurred by no event shall Tenant in connection therewith shall be paid by Landlord to Tenant upon demand (together with interest thereon at the Default Rate from the date of any such expenditure by Tenant until the date of repayment thereof by Landlord to Tenant). Notwithstanding the foregoing, in all events Tenant shall have the right to remedy any Landlord Default without prior notice in terminate this Lease except upon order of a court of applicable jurisdiction ordering such termination. In the event of an Emergency (so long as Tenant gives notice within a reasonable period of time thereafter) and invoice any default by Landlord in any of its non-monetary obligations under this Lease after the manner set forth expiration of the notice and cure period described above, Tenant may pursue any action reasonably necessary to cure Landlord’s default if Tenant’s use of the Premises for normal business operations has been adversely effected and provided that no such action shall affect the structural or mechanical functions of the Property or the rights of other occupants. If Tenant does in fact undertake curative actions for and on behalf of Landlord then Landlord shall reimburse Tenant for the preceding sentences reasonable cost of this Sectionsuch actions within ten (10) days after receipt of invoice and substantiation thereof from Tenant.

Landlord Default and Tenant Remedies. Subject to the terms and provisions hereinbelow, and in addition to any other remedy expressly available to Tenant pursuant to this Lease If Landlord defaults or at law or in equity, should Landlord fail fails to perform any term of its representations, warranties, covenants or covenant obligations under this Lease (each and any fails to cure such failure being herein sometimes referred to as a "Landlord Default") and if any such Landlord Default shall not be cured and shall accordingly be continuing default within thirty (30) days following (or such lesser period of time as deemed reasonable by Tenant under an emergency situation) after written notice by certified mail by from Tenant to Landlord specifying the nature of such Landlord Default (in the event that such Landlord Default consists of a breach or failure by Landlord to pay any monetary amount due and payable by Landlord to Tenant), or sixty (60) days default (provided, however, that if Landlord shall commence curing the nature of such default and is such default that it cannot reasonably be cured within said sixty a thirty (6030) day period, Landlord shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default as soon as possible), Tenant, at its option, may: (i) proceed in equity or at law to compel Landlord to perform its obligations; and/or (ii) with respect to any default by Landlord which materially and adversely impairs Tenant’s ability to use the Premises or any material portion thereof for the operation of its business pursuant to the terms of this Lease, or which poses a material and imminent risk to the health or safety of persons, then Tenant may, after ten (10) additional business days’ prior written notice given up to one hundred eighty Landlord, perform or cause the performance of Landlord’s obligations, and any such amount incurred by Tenant shall be reimbursed to Tenant within thirty (18030) days following original Xxxxxxxx’s receipt of invoices or other evidence reasonably substantiating Tenant’s payment of such costs. In the event Landlord fails to reimburse Tenant as provided above within thirty (30) days after written demand therefor by Tenant to Landlord, then Tenant may deduct such sums from the next installment(s) of Base Rent until such sums due Tenant have been fully paid by Xxxxxxxx or fully credited and accounted for. Notwithstanding any of the foregoing, Landlord shall have the right to reasonably dispute the need for the repair, replacement or alteration for which Tenant claims Landlord is responsible, by written notice to cure said default) following written notice by certified mail by Tenant to Landlord of such Landlord Default (Tenant, and in the event such default consists of a breach or failure by Landlord to comply with any obligation of Landlord other than one involving the payment of a monetary amount payable by Landlord to Tenant hereunder), then, in either such event, Tenant shall have not exercise Tenant’s self-help remedies under this Section 19.5 until resolution of such dispute. If the option parties cannot resolve such dispute within thirty (at 30) days after Landlord’s notice to Tenant's sole discretion) , the parties shall select an independent contractor acceptable to both parties from Landlord’s approved list of remedying such Landlord Default and, in connection therewith, incurring expenses contractors for the account of LandlordProject, and any such contractor shall then determine the extent of repair, if any, necessary for Tenant to occupy and all such sums expended or obligations incurred operate its business in the Premises, which determination shall be binding on the parties. Tenant may exercise its self-help remedies provided the performance of same by Tenant (i) takes place exclusively within the Premises or those areas outside the Premises that provides Tenant ingress and egress to and from the Premises, and (ii) does not affect the structure, electrical, HVAC, plumbing or mechanical systems of the Building (unless such electrical, HVAC, plumbing or mechanical systems exclusively service the Premises and no other areas of the Building). In the exercise of Xxxxxx’s rights under this Section 19.5, Xxxxxx agrees that Tenant shall use only those contractors then on Landlord’s approved list of contractors for the Project. In the event Tenant exercises such self-help remedies in connection therewith accordance with this Section 19.5, Xxxxxx hereby agrees that Xxxxxx’s indemnification hereunder shall be paid by Landlord to Tenant upon demand (together with interest thereon applicable. If at the Default Rate from the date any time during Xxxxxx’s performance of any self-help remedies under this Section 19.5, Xxxxxxxx commences to remedy such expenditure failure to perform, Xxxxxx agrees to cease such actions. In no event shall Tenant have any rights under this Section 19.5 if the need for repair, replacement or alteration was caused by any act, omission, negligence or willful misconduct of Tenant or any of its contractors, agents, employees, contractors, servants, licensees or invitees, or (ii) if there is an existing Default by Tenant until the date of repayment thereof by Landlord to Tenant). Notwithstanding the foregoing, in all events Tenant shall have the right to remedy any Landlord Default without prior notice in the event of an Emergency (so long as Tenant gives notice within a reasonable period of time thereafter) and invoice Landlord in the manner set forth in the preceding sentences of under this SectionLease.

Landlord Default and Tenant Remedies. Subject to the terms Landlord shall not be in default hereunder and provisions hereinbelow, and in addition to Tenant shall not have any other remedy expressly available to Tenant pursuant to this Lease or at law or in equity, should cause of action unless Landlord fail fails to perform any term or covenant under this Lease (each and any such failure being herein sometimes referred to as a "Landlord Default") and if any such Landlord Default shall not be cured and shall accordingly be continuing of its obligations hereunder within thirty (30) days following after Tenant has provided Landlord with written notice by certified mail by Tenant to Landlord of such Landlord Default (in the event that such Landlord Default consists of a breach or failure by Landlord to pay any monetary amount due and payable by Landlord to Tenant), or sixty (60) days (failure; provided, however, if the nature of the failure is such that if Landlord shall commence curing of such default and such default it cannot be cured with the exercise of Landlord’s reasonable efforts within said sixty the thirty (6030) day period, Landlord shall have such longer period as may be given up required to one hundred eighty cure such failure, provided Landlord undertakes such curative action within the thirty (18030) days following original written day period and diligently proceeds with such curative action. Tenant’s notice to cure said default) following written notice by certified mail by Tenant to Landlord shall include reasonable detail describing the nature and extent of such Landlord Default (in failure and shall identify the event such default consists of a breach or failure Lease provision(s) containing the obligation(s), and shall further describe the action to be taken by Landlord to comply with any obligation of Landlord other than one involving cure the payment failure to perform. Upon the happening of a monetary amount payable by Landlord to Tenant hereunder), then, in either such eventdefault, Tenant shall have the option (at right, but not the obligation, to perform Landlord’s obligation, provided, however, Tenant's sole discretion) of remedying such Landlord Default and, in connection therewith, incurring expenses ’s exclusive remedy shall be an action for the account of Landlorddamages, and any and all such sums expended or obligations incurred by Tenant in connection therewith Tenant’s damages shall be paid by Landlord to Tenant upon demand (together with interest thereon at the Default Rate from the date of any such expenditure by Tenant until the date of repayment thereof by Landlord limited to Tenant). Notwithstanding ’s actual direct (excluding consequential and punitive damages) damages therefore, and in the foregoingevent Tenant prevails in such an action for damages, in all events Tenant shall have the right to remedy withhold from Monthly Base Rental and any Landlord Default without prior notice other sums due and owing pursuant to this Lease the amount of damages finally determined in any such action until Tenant is reimbursed in full. The parties hereto acknowledge that the event of an Emergency Structural Components have a life span significantly beyond the Initial Term. If, however, a Structural Component cannot be repaired or replaced (so long as provided Tenant gives notice within a reasonable period of time thereafter) and invoice Landlord has maintained such Structural Component in accordance with the manner set forth in the preceding sentences terms of this SectionLease) as reasonably determined by Landlord and as a result thereof Tenant is prevented from conducting its business on the Premises for a period in excess of one hundred eighty days, Tenant may terminate this Lease upon written notice to Landlord.

Landlord Default and Tenant Remedies. Subject If Landlord fails to ------------------------------------ pay any amounts due to Tenant under this lease and shall not cure such failure within ten (10) days following Tenant's notice to Landlord (and to the terms and provisions hereinbelow, and in addition holder of any Mortgage) or if Landlord fails to any other remedy expressly available to Tenant pursuant to this Lease keep or at law or in equity, should Landlord fail to perform any term or covenant of its obligations under this Lease (each lease and any shall not cure such failure being herein sometimes referred to as a "Landlord Default") and if any such Landlord Default shall not be cured and shall accordingly be continuing within thirty (30) days following written Tenant's notice by certified mail by Tenant to Landlord (and to the holder of any Mortgage), Landlord shall be in default under this lease; provided, however, if the failure is of a nature that it cannot be cured within thirty (30) days, Landlord shall not be in default so long as Landlord commences the cure within such thirty (30) day period and diligently and continuously pursues the cure to completion as soon as reasonably possible (not to exceed, in any event, ninety (90) days). So long as Tenant is not in default under this lease past any applicable notice and cure period, upon the occurrence of any default by Landlord Default (in the event that such Landlord Default consists payment of a breach or failure by Landlord money due to pay any monetary amount due and payable by Landlord to Tenant), or sixty (60) days Tenant under this lease which default remains uncured for the period described in the preceding sentence (provided, however, Tenant acknowledges and agrees that if any mortgagee of Landlord shall commence curing have an additional ten (10) days beyond the expiration of Landlord's 10-day notice and cure period to cure Landlord's default prior to the exercise of any right by Tenant hereunder), Tenant may offset the amount due, plus interest at the rate specified in Section 2.01, against the next installments of Base Rental due under this lease, but in no event shall Tenant be entitled to offset against more than two (2) months of Base Rental in any twelve (12) month period until such time as Tenant must offset against 100% of the remaining Base Rental to recoup its costs prior to the expiration of this lease. In the event of any default by Landlord in any of its non-monetary obligations under this lease after the expiration of the notice and such cure period described above (provided, however, Tenant acknowledge and agrees that any mortgagee of Landlord shall have an additional thirty (30) days beyond the expiration of Landlord's notice and cure period to cure Landlord's default canprior to the exercise of any rights by Tenant hereunder) so long as Tenant is not be cured within said sixty (60) day in default under this lease past any applicable notice and cure period, Landlord shall be given up Tenant may pursue any of the following remedies: (i) take any and all action reasonably necessary to one hundred eighty (180) days following original cure Landlord's default if and only if Tenant's use of a substantial portion of the Premises for normal business operations has been materially and adversely effected, and only after written notice to cure said default) following written notice by certified mail by Tenant to Landlord that Landlord has failed to timely cure any such default which notice shall also describe what specific curative actions Tenant intends upon pursuing, or (ii) pursue any other remedies available to Tenant at law or in equity. If Tenant does in fact undertake curative actions for and on behalf of Landlord then Tenant may offset the out-of-pocket costs reasonably incurred by Tenant to effect such Landlord Default cure against the next installments of Base Rental; provided, however, Tenant may not offset against more than two (2) months of Base Rental during any twelve (12) month period until such time as Tenant must offset against 100% of the remaining Base Rental to recoup its costs prior to the expiration of this lease. Notwithstanding anything to the contrary contained in this paragraph, in the event such Landlord disagrees with Tenant as to (x) whether Landlord is in default consists hereunder, (y) whether Tenant has the right to offset against Base Rent or (z) the nature and extent of a breach or failure the curative actions to be undertaken by Tenant, then Landlord to comply with any obligation of Landlord other than one involving the payment of a monetary amount payable by Landlord to Tenant hereunder), then, in either such event, Tenant shall have the option (at Tenant's sole discretion) of remedying such Landlord Default and, in connection therewith, incurring expenses for the account of Landlord, and any and all such sums expended or obligations incurred by Tenant in connection therewith shall be paid by Landlord to Tenant upon demand (together with interest thereon at the Default Rate from the date of any such expenditure by Tenant until the date of repayment thereof by Landlord to Tenant). Notwithstanding the foregoing, in all events Tenant shall have the right to remedy suspend the further exercise of any rights of Tenant under this paragraph by notifying Tenant in writing of the dispute and that Landlord Default without prior notice in has initiated an expedited arbitration proceeding before the event American Arbitration Association pursuant to its expedited procedures. In such event, Landlord and Tenant agree to pursue the arbitration of an Emergency (so long as such dispute and the results of which shall be binding upon both Landlord and Tenant. Tenant gives notice within a reasonable period hereby agrees to indemnify, defend and hold Landlord harmless from and against any cost, expense, liability, claim, cause of time thereafter) and invoice action or other obligation or liability of Landlord in the manner or its agents arising out of or relating to Tenant's exercise of Tenant's self-help rights set forth in the preceding sentences of this Sectionparagraph.

Landlord Default and Tenant Remedies. Subject to the terms and provisions hereinbelowFor purposes hereof, and in addition to any other remedy expressly available to Tenant pursuant to this Lease or at law or in equity, should a “Landlord fail Default” exists if Landlord intentionally fails to perform any term or covenant of its material obligations under this Lease (each and any such failure being herein sometimes referred to as a "Landlord Default") and if any such Landlord Default shall not be cured and shall accordingly be continuing within thirty (30) calendar days following after receiving written notice by certified mail by from Tenant to Landlord specifying the nature and extent of such Landlord Default (in the event that such Landlord Default consists of a breach or failure by Landlord to pay any monetary amount due and payable by Landlord to Tenant), or sixty (60) days (failure; provided, however, that if Landlord shall commence curing of the obligation is not reasonably curable within such default and such default cannot be cured within said sixty thirty (6030) calendar day period, the time for cure will be extended so long as Landlord continues to use reasonable efforts to effect a cure. If a Landlord Default has occurred beyond Landlord’s applicable cure period, then Tenant may notify Landlord in writing of Tenant’s intent to cure the Landlord Default and the reasonable cost associated with such cure (the “Tenant Cure & Cost Notice”). Landlord shall be given up have ten (10) calendar days after receiving the Tenant Cost & Cure Notice, to one hundred eighty either (180i) days following original written notice to cure said defaultthe Landlord Default or (ii) following written notice by certified mail by notify Tenant to that Landlord of is not in default with reasonable supporting evidence. If Landlord does not either (i) cure the Landlord Default, or (ii) notify Tenant within such ten (10) calendar day period that Landlord is not in default with reasonable supporting evidence then Tenant may cure such Landlord Default (and charge the reasonable cost included in the event such default consists of a breach or failure by Landlord to comply with any obligation of Landlord other than one involving Tenant Cure & Cost Notice thereof (the payment of a monetary amount payable by Landlord to “Tenant hereunder), then, in either such event, Tenant shall have the option (at Tenant's sole discretion) of remedying such Landlord Default and, in connection therewith, incurring expenses for the account of Landlord, and any and all such sums expended or obligations incurred by Tenant in connection therewith shall be paid by Landlord to Tenant upon demand (together with interest thereon at the Default Rate from the date of any such expenditure by Tenant until the date of repayment thereof by Landlord to TenantCure Invoice”). Notwithstanding Landlord shall pay the foregoingTenant Cure Invoice within ten (10) calendar days after written receipt of such Tenant Cure Invoice. If Landlord fails to pay the Tenant Cure Invoice within ten (10) calendar days after receiving it from Tenant, in all events then Tenant shall have the right to remedy any bring a legal cause of action against Landlord Default without prior notice in to recover the event Tenant Cure Invoice cost and if a final non-appealable legal judgment is awarded for the Tenant Cure Invoice cost and Landlord does not then pay the judgment within thirty (30) calendar days, Tenant may offset Base Rent up to the amount of an Emergency (so long as the judgment for the Tenant gives notice within a reasonable period of time thereafter) and invoice Landlord in the manner set forth in the preceding sentences of this SectionCure Invoice cost.