Common use of Major Casualty Clause in Contracts

Major Casualty. If the Premises, or the Project, shall be so damaged by fire or other casualty as to render the Premises untenantable, and if such damage shall be so great that an architect selected by Landlord shall certify in writing to Landlord that the Premises, with the exercise of reasonable diligence, but without the payment of overtime or other premiums, cannot be made Tenantable within one hundred twenty (120) days from the happening of the fire or other casualty, or if insurance proceeds are not made available to Landlord for repair of such damages, then, in either event, this Lease may be terminated by Landlord as of the date of the occurrence of the fire or other casualty by giving thirty (30) days written notice to Tenant of such termination. Upon such notice of termination, Tenant shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the Premises and remove Tenant therefrom. Landlord and Tenant shall be free and discharged from all obligations arising under this Lease after the date of such termination. If, however, the damages shall be such that Landlord's architect shall certify that the Premises can be made Tenantable within the one hundred twenty (120) day period from the happening of the fire or other casualty and insurance proceeds are made available to Landlord for repair of such damage or if Landlord does not terminate this Lease as set forth above, then, except as hereinafter provided, Landlord shall, with reasonable promptness, repair the damage so done except that Landlord shall not be required to repair, replace or restore any items which Tenant is obligated to repair or replace. Until such repair is substantially completed, the Base Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the reasonable conduct of its business or profession. There shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of fifteen (15) days or less. If the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base Rent.

Major Casualty. If the Premises, or the Project, shall be so damaged by fire or other casualty as to render the Premises untenantable, and if such damage shall be so great that an architect selected by Landlord shall certify in writing to Landlord that the Premises, with the exercise of reasonable diligence, but without the payment payments of overtime or other premiums, cannot be made Tenantable within one hundred twenty (120) days days) from the happening of the fire or other casualty, or if insurance proceeds are not made available to Landlord for repair of or such damages, then, in either event, this Lease may be terminated by Landlord as of the date of the occurrence of the fire or other casualty by giving thirty (30) days written notice to Tenant of such termination. Upon such notice of termination, Tenant shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the Premises and remove Tenant therefrom. Landlord and Tenant shall be free and discharged from all obligations arising under this Lease after the date of such termination. If, however, the damages shall be such that Landlord's architect shall certify that the Premises can be made Tenantable within the one hundred twenty (120) day period from the happening of the fire or other casualty and insurance proceeds are made available to Landlord for repair of such damage or if Landlord does not terminate this Lease as set forth above, then, except as hereinafter provided, Landlord shall, with reasonable promptness, repair the damage so done except that Landlord shall not be required to repair, replace or restore any items which Tenant is obligated to repair or replace. Until such repair is substantially completed, the Base Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the reasonable conduct of its business or profession. There shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of fifteen (15) days or less. If the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base Rent.

Major Casualty. If any of the Premises, or the Project, shall be so damaged Improvements are destroyed by fire or other casualty and the estimated cost of repairs as reasonably mutually determined by Buyer and the Seller Representative is more than One Million Dollars ($1,000,000.00) (a “Major Casualty”), then Buyer or Seller may, as its sole and exclusive remedy, waiving all other remedies, terminate this Agreement by giving notice to render the Premises untenantableother Party within ten (10) days after the Major Casualty occurs, in which event, the Escrow Agent shall return the Deposit to Buyer, and if such damage the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). If neither Buyer nor Seller, within ten (10) days after the Major Casualty, terminates this Agreement as provided above, then both Seller and Buyer shall be so great that an architect selected by Landlord deemed to have elected to terminate this Agreement pursuant to clause (i) above. If both Seller and Buyer elect to proceed to Closing, which election shall certify be made within ten (10) days after the Major Casualty occurs, then Closing will occur without reduction in writing the Purchase Price and: (a) At Closing, the applicable Seller Parties shall assign to Landlord that Buyer all of their respective interests in all proceeds of property insurance awards relating to such Major Casualty (and the Premises, with the exercise of reasonable diligence, but without the payment of overtime applicable Seller Parties shall execute all reasonably required assignment or other premiumsinstruments to confirm the foregoing), cannot be made Tenantable within one hundred twenty (120) days from less any reasonable amounts actually paid by the happening of the fire or other casualty, or if insurance proceeds are not made available to Landlord for repair of such damages, then, in either event, this Lease may be terminated by Landlord as of the date of the occurrence of the fire or other casualty by giving thirty (30) days written notice to Tenant of such termination. Upon such notice of termination, Tenant shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the Premises and remove Tenant therefrom. Landlord and Tenant shall be free and discharged from all obligations arising under this Lease after the date of such termination. If, however, the damages shall be such that Landlord's architect shall certify that the Premises can be made Tenantable within the one hundred twenty (120) day period from the happening of the fire or other casualty and insurance proceeds are made available to Landlord for repair of such damage or if Landlord does not terminate this Lease as set forth above, then, except as hereinafter provided, Landlord shall, with reasonable promptness, repair the damage so done except that Landlord shall not be required applicable Seller Parties to repair, replace restore, or clean up the Properties affected by such Major Casualty (and, the applicable LLC’s Assets will expressly include all interests of such LLC and/or the applicable Seller Parties in and to all such proceeds of property insurance awards); and (b) At Closing, the applicable Seller Parties shall assign to Buyer all of their respective interests in all proceeds of rental loss and business interruption insurance applicable to the period after the Closing Date relating to such Major Casualty (and the applicable Seller Parties shall execute all reasonably required assignment or other instruments to confirm the foregoing), and the applicable LLC’s Assets will expressly include all interests of such LLC and/or the applicable Seller Parties in and to all such proceeds of rental loss and business interruption insurance); and (c) Buyer will pay and reimburse the applicable Seller the amount of any deductible under the applicable LLC’s or Seller’s property insurance policy and rental loss and business interruption insurance, if any, paid by the applicable LLC or Seller before Closing; and (d) Buyer will accept title to the Membership Interests and the Properties with the applicable Property or Properties affected by such Major Casualty in its damaged state; and (e) The applicable Seller shall have no obligation to repair or restore any items which Tenant is obligated to repair damaged or replace. Until such repair is substantially completed, the Base Rent shall be abated in proportion to the part destroyed portions of the Premises which is unusable Property affected by Tenant in the reasonable conduct of its business or profession. There shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of fifteen (15) days or less. If the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base Rentsuch Major Casualty.

Major Casualty. If In the Premises, event that at any time after the Commencement Date all or any portion of the Project, shall be so Building or Premises is damaged by fire or other casualty as to render the Premises untenantablecasualty, and if as a result of such damage shall be so great that an architect selected by Landlord shall certify in writing to Landlord that the Premises, with Tenant loses the exercise use and quiet enjoyment of reasonable diligencea portion or portions of the Premises, but without which in the payment aggregate exceed Thirty Percent (30% ) of overtime the rentable square feet of the Premises and/or the use and quiet enjoyment of more than Thirty Percent (30%) of the parking spaces allocated to the Premises and/or more than Thirty Percent (30%) of major services to the Premises (i.e., utilities, air-conditioning and the like), Landlord may, so long as it treats Tenant, and similarly situated tenants, in a nondiscriminatory manner, either: (a) terminate this Lease upon serving written notice upon Tenant within sixty (60) days of the date of destruction or other premiums(b) elect to restore the Premises unless Tenant elects in its sole discretion to terminate this Lease by serving written notice upon Landlord within sixty (60) days of the date of destruction. Should Landlord elect to restore the Premises, in the absence of a timely notice of termination by Tenant, then, Landlord shall diligently pursue to completion the repair In the event the repair and restoration required by Section 17.B. has not been or cannot reasonably be made Tenantable within one completed such that Tenant may peacefully use and occupy the entire Premises on the date three hundred twenty sixty-five (120365) days from the happening date of the fire or other casualty, or if insurance proceeds are not made available subject to Landlord extension for repair of such damagesFORCE MAJEURE, then, in either eventcommencing on such date, Tenant shall have the option to terminate this Lease may be terminated by notice to Landlord as of the date of the occurrence of the fire or other casualty by giving given no later than thirty (30) days written notice to Tenant of following such termination. Upon such notice of termination, Tenant shall surrender to Landlord date or the date on which it is determined the Premises cannot reasonably be completed as provided for in this Paragraph. Notwithstanding the preceding sentence, without regard to extension for FORCE MAJEURE, in the event such repair and all interest therein under this Lease, restoration has not been completed by Landlord such that Tenant may peacefully use and Landlord may re-enter and take possession of occupy the entire Premises and remove Tenant therefrom. Landlord and Tenant shall be free and discharged eighteen (18) months from all obligations arising under this Lease after the date of such termination. Ifcasualty, however, then Tenant shall have the damages shall be such that Landlord's architect shall certify that the Premises can be made Tenantable within the one hundred twenty (120) day period from the happening of the fire or other casualty and insurance proceeds are made available option to Landlord for repair of such damage or if Landlord does not terminate this Lease as set forth above, then, except as hereinafter provided, by notice to Landlord shall, with reasonable promptness, repair the damage so done except that Landlord shall not be required to repair, replace or restore any items which Tenant is obligated to repair or replace. Until such repair is substantially completed, the Base Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the reasonable conduct of its business or profession. There shall be given no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of later than fifteen (15) days or less. If the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base Rentfollowing such date.

Major Casualty. If more than 25% of the total Square Feet in the Building is rendered untenantable and directly affects Tenant’s business operations and/or use of the Premises, or if more than 25% of the Projecttotal Square Feet in the Premises is rendered untenantable or unusable for Tenant’s intended purposes, such damage or casualty shall be so damaged by fire or other casualty as considered to render be a “Major Casualty.” Within thirty (30) days of the Premises untenantabledate of the Major Casualty, and if such damage Lessor shall be so great that an architect selected by Landlord shall certify in writing provide Tenant its good-faith written estimate for the time necessary to Landlord that restore the Premises, with . If the exercise of reasonable diligence, but without the payment of overtime or other premiums, repairs cannot be made Tenantable completed within one two hundred twenty forty (120240) days from after the happening date of the fire or other casualtyMajor Casualty, or if insurance proceeds are not made available to Landlord for repair of such damages, then, in either event, party may terminate this Lease by giving written notice to the other party within ten (10) days of the written estimate, which termination shall be effective as of the date set forth in the notice. If this Lease is not terminated, Lessor will begin repairs within 60 days after the Major Casualty and complete the repairs within 240 days, subject to acts of God; strikes and other matters not within the control of Lessor. If Lessor fails to begin, proceed or complete the repairs as required, Tenant may terminate this Lease by giving written notice to Lessor. If Lessor does not begin or complete the repairs within 30 days after Tenant’s notice, Tenant may terminate this Lease by written notice to Lessor within 5 days after expiration of the foregoing 30 day period. If this Lease is terminated because of the Major Casualty, rents and other payments will be terminated by Landlord prorated as of the date of the occurrence of the fire or other casualty by giving thirty (30) days written notice Major Casualty and will be proportionately refunded to Tenant of such termination. Upon such notice of terminationor paid to Lessor, Tenant shall surrender to Landlord as the case may be, during any period in which the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the Premises and remove Tenant therefrom. Landlord and Tenant shall be free and discharged from all obligations arising under this Lease after the date of such termination. If, however, the damages shall be such that Landlord's architect shall certify that the Premises can be made Tenantable within the one hundred twenty (120) day period from the happening of the fire or other casualty and insurance proceeds are made available to Landlord for repair of such damage or if Landlord does not terminate this Lease as set forth above, then, except as hereinafter provided, Landlord shall, with reasonable promptness, repair the damage so done except that Landlord shall not be required to repair, replace or restore any items which Tenant is obligated to repair or replace. Until such repair is substantially completed, the Base Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the reasonable conduct of its business or profession. There shall be no abatement of Base Rent by reason of any portion of the Premises being is made untenantable or made unusable for Tenant’s intended purposes, as a result of the Major Casualty, the Monthly Rent will be abated for the period of fifteen (15) days time untenantable or less. If unusable for Tenant’s intended purposes in the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base RentPremises.

Major Casualty. If any of the Premises, or the Project, shall be so damaged Improvements are destroyed by fire or other casualty and the estimated cost of repairs as reasonably mutually determined by Buyer and the Seller Representative is more than One Million Dollars ($1,000,000.00) (a “Major Casualty”), then Buyer or Seller may, as its sole and exclusive remedy, waiving all other remedies, terminate this Agreement by giving notice to render the Premises untenantableother Party within ten (10) days after the Major Casualty occurs, in which event, the Escrow Agent shall return the Deposit to Buyer, and if such damage the parties have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). If neither Buyer nor Seller, within ten (10) days after the Major Casualty, terminates this Agreement as provided above, then both Seller and Buyer shall be so great that an architect selected by Landlord deemed to have elected to terminate this Agreement pursuant to clause (i) above. If both Seller and Buyer elect to proceed to Closing, which election shall certify be made within ten (10) days after the Major Casualty occurs, then Closing will occur without reduction in writing the Purchase Price and: (a) At Closing, the applicable Seller Parties shall assign to Landlord that Buyer all of their respective interests in all proceeds of property insurance awards relating to such Major Casualty (and the Premises, with the exercise of reasonable diligence, but without the payment of overtime applicable Seller Parties shall execute all reasonably required assignment or other premiumsinstruments to confirm the foregoing), cannot be made Tenantable within one hundred twenty (120) days from less any reasonable amounts actually paid by the happening of the fire or other casualty, or if insurance proceeds are not made available to Landlord for repair of such damages, then, in either event, this Lease may be terminated by Landlord as of the date of the occurrence of the fire or other casualty by giving thirty (30) days written notice to Tenant of such termination. Upon such notice of termination, Tenant shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the Premises and remove Tenant therefrom. Landlord and Tenant shall be free and discharged from all obligations arising under this Lease after the date of such termination. If, however, the damages shall be such that Landlord's architect shall certify that the Premises can be made Tenantable within the one hundred twenty (120) day period from the happening of the fire or other casualty and insurance proceeds are made available to Landlord for repair of such damage or if Landlord does not terminate this Lease as set forth above, then, except as hereinafter provided, Landlord shall, with reasonable promptness, repair the damage so done except that Landlord shall not be required applicable Seller Parties to repair, replace restore, or clean up the Properties affected by such Major Casualty (and, the applicable LLC’s Assets will expressly include all interests of such LLC and/or the applicable Seller Parties in and to all such proceeds of property insurance awards); and (b) At Closing, the applicable Seller Parties shall assign to Buyer all of their respective interests in all proceeds of rental loss and business interruption insurance applicable to the period after the Closing Date relating to such Major Casualty (and the applicable Seller Parties shall execute all reasonably required assignment or other instruments to confirm the foregoing), and the applicable LLC’s Assets will expressly include all interests of such LLC and/or the applicable Seller Parties in and to all such proceeds of rental loss and business interruption insurance); and (c) Buyer will pay and reimburse the applicable Seller the amount of any deductible under the applicable LLC’s or Seller’s property insurance policy and rental loss and business interruption insurance, if any, paid by the applicable LLC or Seller before Closing; and (d) Buyer will accept title to the Membership Interests and the Properties with the applicable Property or Properties affected by such Major Casualty in its damaged state; and (e) The applicable Seller shall have no obligation to repair or restore any items which Tenant is obligated to repair damaged or replace. Until such repair is substantially completed, the Base Rent shall be abated in proportion to the part destroyed portions of the Premises which is unusable Property affected by Tenant in the reasonable conduct of its business or profession. There shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period of fifteen (15) days or less. If the damage is due to the fault or negligence of Tenant or Tenant's employees, agents or invitees, there shall be no abatement of Base Rentsuch Major Casualty.