Common use of Material Taking Clause in Contracts

Material Taking. If any portion of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking materially interferes with the use of the Premises for the purpose for which they were leased to Tenant or causes the Premises or the exclusive parking area designated for Tenant to be in noncompliance with Applicable Laws, then within thirty (30) days after such taking Landlord shall notify Tenant as to whether or not Landlord will reconstitute the Premises or the Project such that the Premises or the Project once again complies with Applicable Laws or replicate the Premises or the Project to substantially the condition it was in prior to such taking, as applicable, within one hundred eighty (180) days after such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Premises or the Project, as applicable, or otherwise fails to complete the reconstitution or replication within one hundred eighty (180) days after such taking, then this Lease shall terminate and the Rent shall be abated during the unexpired portion of this Lease, effective as of the date of such taking. If Landlord notifies Tenant that it will replicate or reconstitute the Premises or the Project, as applicable, then this Lease shall not terminate but Rent accruing after the date of such taking shall be reduced to such extent as may be fair and reasonable under all of the circumstances (which may include a abatement of all Rent), effective as of the date of such taking until the Premises or the Project as applicable, is fully reconstituted or replicated, at which time Rent will again adjust to the amounts set forth in Paragraph 4.

Material Taking. If (i) the Taking shall be of all of the Premises, or (ii) the Taking is for less than all of the Premises, but Tenant does not want to restore the Premises because (A) the access points to the Premises are taken or materially impaired such that the Premises do not have commercially reasonable access for Tenant’s business operations and as a result the Premises are effectively rendered untenantable, (B) the Taking results in a loss of ten percent (10%) or more of the parking area on the Premises or reduces the parking capacity below that required by any local zoning or other applicable regulations, (C) the Taking results in the permanent closure or removal of a portion of the Improvements such that the remaining Premises are rendered uneconomical for Tenant’s business operations or (D) the Project is taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking Taking will materially interferes with the use of adversely affect Tenant’s ability to conduct its business operations at the Premises for the purpose for which they were leased to Tenant or causes the Premises or the exclusive parking area designated for Tenant to be in noncompliance with Applicable Laws(each, a “Material Taking”), then within thirty Tenant may, not later than sixty (3060) days after such taking Material Taking has occurred, (A) offer in writing (which offer may be rejected by Landlord pursuant to Section 11.2(a) hereof) to cause a Substitution pursuant to Article XX hereof (a “Taking Substitution Offer”), or (B) notify Landlord in writing of its election to terminate this Lease pursuant to Section 11.2(c) hereof (the “Tenant’s Taking Termination Notice”). (a) If Landlord and Lender shall not elect to accept Tenant’s Taking Substitution Offer, Landlord shall notify give notice thereof to Tenant as to whether or not Landlord will reconstitute the Premises or the Project such that the Premises or the Project once again complies with Applicable Laws or replicate the Premises or the Project to substantially the condition it was in prior to such taking, as applicable, within one hundred eighty twenty (180120) days after receipt of the Taking Substitution Offer. In such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Premises or the Projectevent, as applicable, or otherwise fails to complete the reconstitution or replication within one hundred eighty (180) days after such taking, then this Lease shall terminate on the next Base Rent payment date (the “Taking Substitution Termination Date”), subject to payment by Tenant to Landlord of the sum of (i) the Taking Termination Payment (as hereinafter defined), and (ii) the entire amount of the award payable in connection with such Material Taking. This Lease shall remain in full force and effect prior to the Taking Substitution Termination Date. Any notice from Landlord not to accept a Taking Substitution Offer shall be void and of no effect unless accompanied by the written notice of Lender to the effect that Lender also elects not to accept such Taking Substitution Offer. (b) If Landlord and Lender accept the Taking Substitution Offer, the Substitution shall be made (i) pursuant to Article XX hereof, and (ii) within two hundred seventy (270) days after the Material Taking. This Lease shall remain in full force and effect with respect to the Premises unless and until the Substitution is completed. Upon the Substitution, Tenant shall be entitled to the entire amount of the award payable in connection with such Material Taking. (c) Any Tenant’s Taking Termination Notice shall (i) specify the Base Rent payment date on which this Lease shall terminate (the “Taking Termination Date”), and (ii) acknowledge that such termination is conditioned upon Tenant’s payment to Landlord of the Taking Termination Payment (as hereinafter defined) on or before the Taking Termination Date. In such event, on the Taking Termination Date (A) Landlord shall be in receipt of the Taking Termination Payment, (B) this Lease and the Rent Term hereof shall terminate, (C) Tenant shall have no obligation to commence or complete the restoration of the Improvements, and (D) all of the award payable in connection with the Material Taking shall be abated during paid to Landlord. The “Taking Termination Payment” shall be an amount equal to the unexpired portion sum of this Lease, effective (i) the Base Rent and Additional Rent due under the Lease as of the date of such taking. If Landlord notifies Tenant that it will replicate or reconstitute Taking Termination Date, (ii) any other amounts due under the Premises or the Project, as applicable, then this Lease shall not terminate but Rent accruing after the date of such taking shall be reduced to such extent as may be fair and reasonable under all of the circumstances (which may include a abatement of all Rent), effective as of the date of such taking until Taking Termination Date, (iii) the Premises aggregate remaining Base Rent and Additional Rent payable by Tenant hereunder for the Initial Term (or any Option Period for which the Project as applicableTerm has been extended), is fully reconstituted or replicated, discounted to present worth at which time Rent will again adjust a discount rate equal to the then current yield of U.S. Treasury securities having a maturity closest to the then remaining Term plus one hundred (100) basis points (provided, however, Tenant shall not be liable for, and any amounts set forth pursuant to this provision (iii), which, when added to the award payable in Paragraph 4connection with the Material Taking, exceed one hundred and five percent (105%) of the purchase price paid by the then-current Landlord under this Lease in connection with its purchase of the Premises), (iv) any out-of-pocket costs, charges or penalties (including prepayment or defeasance costs and penalties), if any, incurred by Landlord and Lender as a result of the prepayment or defeasance of the Note, and (v) any other amounts that are due and owing to Lender or Landlord by reason of any default by Tenant in complying with its obligations under this Lease. This Lease shall remain in full force and effect prior to the Taking Termination Date.

Material Taking. If any (i) the Taking shall be of all of the Premises, or (ii) the Taking is for less than all of the Premises, but Tenant does not want to restore the Premises because (A) the access points to the Premises are taken or materially impaired such that the Premises do not have commercially reasonable access for Tenant’s business operations and as a result the Premises are effectively rendered untenantable, (B) the Taking results in the permanent closure or removal of a portion of the Improvements such that the remaining Premises are rendered uneconomical for Tenant’s business operations or (C) the Project is taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking Taking will materially interferes with the use of adversely affect Tenant’s ability to conduct its business operations at the Premises for the purpose for which they were leased to Tenant or causes the Premises or the exclusive parking area designated for Tenant to be in noncompliance with Applicable Laws(each, a “Material Taking”), then within thirty Tenant may, not later than sixty (3060) days after such taking Material Taking has occurred, (x) offer in writing (which offer may be rejected by Landlord pursuant to Section 14(b)(i) hereof) to cause a Substitution pursuant to Section 45 hereof (a “Taking Substitution Offer”), or (y) notify Landlord in writing of its election to terminate this Lease pursuant to Section 14(b)(iii) hereof (the “Tenant’s Taking Termination Notice”). (i) If Landlord and Lender shall not elect to accept Tenant’s Taking Substitution Offer, Landlord shall notify give notice thereof to Tenant as to whether or not Landlord will reconstitute the Premises or the Project such that the Premises or the Project once again complies with Applicable Laws or replicate the Premises or the Project to substantially the condition it was in prior to such taking, as applicable, within one hundred eighty twenty (180120) days after receipt of the Taking Substitution Offer. In such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Premises or the Projectevent, as applicable, or otherwise fails to complete the reconstitution or replication within one hundred eighty (180) days after such taking, then this Lease shall terminate on the Due Date immediately following the date Landlord receives written notice from the applicable governmental authority specifying the final amount of the award payable by such authority in connection with such Taking (the “Taking Substitution Termination Date”), subject to (i) payment by Tenant to Landlord of the Taking Termination Payment (as hereinafter defined), and (ii) Landlord’s entitlement to the entire amount of the award payable in connection with such Material Taking. This Lease shall remain in full force and effect prior to the Taking Substitution Termination Date. Any notice from Landlord not to accept a Taking Substitution Offer shall be void and of no effect unless accompanied by the written notice of Lender to the effect that Lender also elects not to accept such Taking Substitution Offer. (ii) If Landlord and Lender accept the Taking Substitution Offer, the Substitution shall be made (i) pursuant to Section 45 hereof, and (ii) within two hundred seventy (270) days after the Material Taking. This Lease shall remain in full force and effect with respect to the Premises unless and until the Substitution is completed. Upon the Substitution, Tenant shall be entitled to the entire amount of the award payable in connection with such Material Taking. (iii) Any Tenant’s Taking Termination Notice shall (x) state that Tenant desires to terminate this Lease on the applicable Taking Termination Date (as hereinafter defined), and (y) acknowledge that such termination is conditioned upon Tenant’s payment to Landlord of the Taking Termination Payment (as hereinafter defined) on or before the Taking Termination Date. The “Taking Termination Date” shall mean the Due Date immediately following the date Landlord receives written notice from the applicable governmental authority specifying the final amount of the award payable by such authority in connection with such Taking. In such event, on the Taking Termination Date (A) Tenant shall deliver to Landlord the Taking Termination Payment, (B) this Lease and the Rent Term hereof shall terminate, (C) Tenant shall have no obligation to commence or complete the restoration of the Improvements, and (D) all of the award payable in connection with the Material Taking shall be abated during paid to Landlord. The “Taking Termination Payment” shall be an amount equal to the unexpired portion sum of this Lease, effective (a) the Fixed Rent due under the Lease as of the date of such taking. If Landlord notifies Tenant that it will replicate or reconstitute Taking Termination Date, (b) any other amounts due under the Premises or the Project, as applicable, then this Lease shall not terminate but Rent accruing after the date of such taking shall be reduced to such extent as may be fair and reasonable under all of the circumstances (which may include a abatement of all Rent), effective as of the date of such taking until Taking Termination Date, (c) the Premises aggregate remaining Fixed Rent and Additional Rent payable by Tenant hereunder for the Initial Term (or any Extension Period for which the Project as applicableTerm has been extended), is fully reconstituted or replicateddiscounted to present worth at a discount rate equal to 7.5% (provided, at which time Rent will again adjust however, Tenant shall not be liable for, and any amounts pursuant to this provision (c), which, when added to the award payable in connection with the Material Taking, exceed one hundred and five percent (105%) of the purchase price paid by the Landlord under this Lease in connection with its purchase of the Premises), and (d) any other amounts set forth that are due and owing to Lender or Landlord by reason of any default by Tenant in Paragraph 4complying with its obligations under this Lease. This Lease shall remain in full force and effect prior to the Taking Termination Date.

Material Taking. If any (a) In the event of a Taking of the entire Demised Premises, this Lease shall automatically cease and terminate upon the date that possession of the entire Premises is taken by or given to the Taking authority and all Fixed Rent and Additional Rent shall be paid up to that date. In the event of a Taking of more than an "Immaterial Area" (as hereinafter defined) but not of the entire Demised Premises, this Lease shall, at the option of Tenant, to be exercised only by giving notice of termination to Landlord no later than fifteen (15) days following the date on which the portion of the Demised Premises is Taken by or given to the Project Taking authority, cease and terminate on the later of (i) the date on which Tenant's notice is taken for any public or quasi-public use under governmental law, ordinance or regulationgiven, or (ii) the date on which the portion of the Demised Premises is Taken by or given to the Taking authority, and all Fixed Rent, Additional Rent and all other sums due Landlord by Tenant shall be paid up to the date of such termination. Tenant's failure to give notice within the time period required herein shall be deemed an irrevocable waiver of Tenant's right to terminate this Lease under this Section 14.02(a). (b) If this Lease is terminated in accordance with Section 14.02(a), Tenant shall be entitled to receive from Landlord a portion of eminent domainthe net Proceeds (hereinafter defined) of such Taking in accordance with Section 14.02(e). If this Lease is not terminated in accordance with Section 14.02(a), or by private purchase in lieu thereof and if the taking materially interferes with the use Taking is of the Premises for the purpose for which they were leased to Tenant or causes the Premises or the exclusive parking area designated for Tenant to be in noncompliance with Applicable Laws, then within thirty (30) days after such taking Landlord shall notify Tenant as to whether or not Landlord will reconstitute the Premises or the Project such that the Premises or the Project once again complies with Applicable Laws or replicate the Premises or the Project to substantially the condition it was in prior to such taking, as applicable, within one hundred eighty (180) days after such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Premises or the Project, as applicable, or otherwise fails to complete the reconstitution or replication within one hundred eighty (180) days after such takingan Immaterial Area, then this Lease shall terminate continue in full force and effect as to the Rent portion of the Demised Premises not Taken, and Tenant shall be abated during entitled to a reduction in the unexpired portion of this LeaseFixed Rent in accordance with Section 14.03. (c) As used herein, effective as the term "Immaterial Area" shall mean up to ten percent (10%) of the date of such taking. If Landlord notifies Tenant that it will replicate or reconstitute the Premises or the Project, as applicable, then this Lease shall not terminate but Rent accruing after the date of such taking shall be reduced to such extent as may be fair and reasonable under all floor area of the circumstances (which may include a abatement of all Rent), effective as of the date of such taking until the Premises or the Project as applicable, is fully reconstituted or replicated, at which time Rent will again adjust improvements to the amounts set forth in Paragraph 4Demised Premises.