Common use of Lease Termination Right Clause in Contracts

Lease Termination Right. Anything contained in Section 12.1 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable or totally inaccessible, and Landlord determines within ninety (90) days of the casualty, and gives Tenant written notice of same, that it will take in excess of twelve (12) months (or in excess of three (3) months, if such damage occurs any time during the last two (2) years of the Term, as extended (without giving effect to any then unexercised Renewal Option of Tenant)) from the beginning of restoration to restore the Premises (other than Tenant’s Alterations) to substantially the same condition as existed immediately prior to such damage, then either Landlord or Tenant may terminate this Lease upon giving written notice of such election to the other within sixty (60) days after Landlord serves Tenant with written notice of its determination. In addition, if the Building shall be so damaged by fire or other casualty such that, in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction of the Building shall be required resulting in the same restoration periods as set forth above (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord may, not later than sixty (60) days following the date of the damage, give Tenant a notice in writing terminating this Lease. If this Lease is so terminated pursuant to this Section 12.2, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall have thirty (30) days after such notice to vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant. Unless this Lease is terminated by either party as provided in this Section 12.2, this Lease shall remain in full force and effect (subject to the other terms of this Lease), notwithstanding such damage or casualty.

Lease Termination Right. Anything contained Provided Tenant is not in Section 12.1 material default of any provisions of this Lease beyond applicable notice and cure periods, Tenant shall have a one (1) time right to terminate this Lease as to the contrary notwithstanding, if entire Premises or the Premises are totally damaged or are rendered wholly untenantable or totally inaccessible, and Landlord determines within ninety (90) days entire space then being leased on either of the casualty, and gives Tenant written notice floors of same, that it will take in excess of twelve (12) months (or in excess of three (3) months, if such damage occurs any time during the last two (2) years of the Term, as extended (without giving effect to any then unexercised Renewal Option of Tenant)) from the beginning of restoration to restore the Premises (other than the “Lease Termination Right”). Tenant’s Alterations) right to substantially the same condition as existed immediately prior to such damage, then either Landlord or Tenant may terminate this Lease shall occur on the last day of the eightieth (80th) month of the Lease Term (the “Lease Termination Date”). In the event Tenant desires to terminate this Lease on the Lease Termination Date, such termination shall be upon giving written notice of such election to the other within sixty following terms and conditions: (60a) days after Landlord serves Tenant with shall give written notice of its determinationelection to terminate (the “Termination Notice”) in accordance with the Notice provisions herein to Landlord at least nine (9) months prior to the Lease Termination Date. In additionThe Termination Notice shall set forth Tenant’s election to either terminate the Lease for the entire Premises or the entire space then being leased on either of the floors of the Premises. Following the Termination Notice, if Tenant shall cause removal of signage in accordance with the provisions of Section 5.5 below, which shall be completed on or before the Lease Termination Date. Following such Lease Termination Date, Tenant shall be entitled to only Tenant’s Pro-Rata Share of the utilities provided to the Building and the parking allocation as stated in Section 1.10. (b) On or prior to the date which is thirty (30) days prior to the Lease Termination Date, Tenant shall pay Landlord a termination payment equal to the amount of the unamortized Initial Tenant Allowance on the portion of the Premises for which Tenant has elected to terminate this Lease, the amount of the unamortized Additional Tenant Allowance (if applicable) on the portion of the Premises for which Tenant has elected to terminate this Lease and the amount of the unamortized Broker’s commissions paid by Landlord on the portion of the Premises for which Tenant has elected to terminate this Lease, all based upon a ten-year straight-line amortization and an interest rate of six percent (6%) per annum (the “Termination Payment”). At any time prior to the Lease Termination Date, Tenant may request a calculation of the Termination Payment amount from Landlord in writing. The Termination Payment shall be so damaged by fire in the form of a wire transfer to Landlord or other casualty such that, otherwise paid to Landlord in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction immediately available funds. (c) Following receipt of the Building Termination Notice and the Termination Payment, the Lease with respect to the portion of the Premises being termination shall continue in full force and effect until the Lease Termination Date at which time the Lease shall be required resulting in deemed terminated as to the same restoration periods as set forth above (whether or not portion of the Premises shall have been damaged or rendered untenantable), then Landlord may, not later than sixty (60) days following the date of the damage, give for which Tenant a notice in writing terminating has elected to terminate this Lease. If During said time, Tenant shall continue to be obligated to fully perform under the Lease and pay the Base Rent, Additional Rent, and other applicable charges (the Termination Fee shall not be applied to Base Rent, Additional Rent, or other applicable charges applicable to time periods prior to the Lease Termination Date). In the event Tenant fails to timely give the required Termination Notice followed by the Termination Payment, the right to terminate pursuant to this Section 2.7 shall be deemed null and void. (d) In the event of the termination of this Lease is so as to only a portion of the Premises, Landlord and Tenant shall execute an amendment to this Lease confirming the termination and such other terms as are set forth herein or otherwise agreed to between Landlord and Tenant. Notwithstanding the foregoing, failure to execute such an amendment shall not affect the validity or enforceability of this Lease as to the remainder of the Premises or the termination of this Lease with respect to the portion terminated pursuant to this Section 12.2, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall have thirty (30) days after such notice to vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant. Unless this Lease is terminated by either party as provided in this Section 12.2, this Lease shall remain in full force and effect (subject to the other terms of this Lease), notwithstanding such damage or casualty2.7.

Lease Termination Right. Anything contained in Section 12.1 (a) Subject to the contrary notwithstandinglimitations set forth in this Section 8, if Tenant shall have the Premises are totally damaged or are rendered wholly untenantable or totally inaccessibleright, and Landlord determines within ninety to be exercised only one time, to either: (90i) days of the casualty, and gives Tenant written notice of same, that it will take in excess of twelve (12) months (or in excess of three (3) months, if such damage occurs any time during the last two (2) years of the Term, as extended (without giving effect to any then unexercised Renewal Option of Tenant)) from the beginning of restoration to restore the Premises (other than Tenant’s Alterations) to substantially the same condition as existed immediately prior to such damage, then either Landlord or Tenant may terminate this Lease upon giving written notice of such election in its entirety or (ii) terminate this Lease with respect to the other within sixty Termination Premises only (60as depicted on the Demising Plan attached hereto as Exhibit “A”), and in either case, the termination cannot occur until after the last day of the thirty-eighth (38th) days after month of the First Renewal Term (“Termination Date”). In the event Tenant elects to exercise its option to terminate this Lease as provided hereunder (the “Termination Right”), Tenant shall provide Landlord serves Tenant with an irrevocable written notice of its determinationelection to terminate this Lease (“Termination Notice”) with no less than two hundred seventy (270) days prior written notice from the Termination Date, which notice shall state Tenant's intention to terminate this Lease in accordance with this Section 8(a) and specifying whether such Termination Right is with respect to the entire Lease or as to the Termination Premises (and which such notice shall refer to said section). In additionIf Tenant fails to make an election in the Termination Notice (as to whether Tenant has exercised the Termination Right with respect to the entire Lease or as to the Termination Premises, if the Building then Tenant shall be so damaged by fire or other casualty such thatdeemed to have elected to terminate this Lease as with respect to the Termination Premises only. (b) For Tenant’s notice to be effective, in Tenant must deliver to Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction concurrently with the delivery of the Building Termination Notice, the Lease Termination Fee (as hereinafter defined) and if Tenant fails to deliver the Lease Termination Fee as and when required hereunder, then Tenant shall have irrevocably waived its right to exercise the Termination Right. The “Lease Termination Fee” shall mean an amount equal to: (i) the unamortized portion of the Renewal Term Allowance disbursed by Landlord or offset against Rent by Tenant pursuant to Section 6(d) above; (ii) the unamortized amount of real estate leasing commissions paid to any broker (and any unpaid amounts owed to any broker) by Landlord in connection with the negotiation and execution of this Amendment; (iii) the amount of Base Rent that would have been payable by Tenant for the Premises under this Amendment for the four and one-half (4.5) month period after the Termination Date; and (iv) the difference in Base Rent that Tenant would have paid under the Lease through the natural expiration date of the Lease (i.e. December 31, 2011) and the Base Rent that Tenant is paying hereunder through December 31, 2011, together with interest on the items set forth in subclauses (i) and (ii) only at a rate of eight percent (8%) per annum, compounded monthly. If Tenant terminates this Lease with respect to the Termination Premises only, then the Lease Termination Fee shall be required resulting in the same restoration periods determined as set forth above above, but prorated based on the number of square feet in the Termination Premises. The amortization period shall be the First Renewal Term (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord may, not later than sixty (60) days following the date of the damage, give Tenant a notice in writing terminating this Lease. If this Lease is so terminated pursuant to this Section 12.2, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall have thirty (30) days after such notice to vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Rent for less any period after such date shall be refunded by Landlord to Tenant. Unless this Lease is terminated by either party as provided in this Section 12.2, this Lease shall remain in full force and effect (subject to the other terms of this Leaseabated Base Rent), notwithstanding such damage or casualty.