Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of Tenant’s Property in connection with such subletting (provided Landlord or Landlord’s agents shall accord reasonable care to Tenant’s Property). 35.02. Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that no violation of the provisions of Article 7 hereof shall operate to vest any rights in any successor or assignee of Tenant. 35.03. Tenant shall look only to Landlord’s estate and property in the Land and the Building (and provided that a claim was asserted within thirty (30) days following Tenant’s receipt of notice or actual knowledge, whichever occurs earlier, of such sale of the Land and/or the Building and suit with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the Building, the proceeds of such sale) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. 35.04. The obligations of Tenant hereunder shall be in no wise affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because (a) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord’s reasonable control; or (b) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord’s reasonable control. The obligations of Landlord hereunder shall be in no wise affected, impaired or executed, nor shall Tenant be deemed in default under this Lease and nor shall Tenant have any liability whatsoever to Landlord to the extent that its failure to perform any covenant or agreement hereunder (other than the obligation to pay Fixed Rent or Additional Charges) shall result from any of the events as described in clauses (a) or (b) of the previous sentence or for any other reason, similar or dissimilar beyond Tenant’s reasonable control. The provisions of this Section 35.04 are hereby made expressly subject, however, to and shall not be deemed to modify in any manner the provisions of and the rights granted to Tenant under Section 13.03 hereof. 35.05. For the purposes of this Lease, the following terms have the meanings indicated: (a) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust. (b) The term “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, county and borough governments and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Building and/or the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force. (c) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Building and/or the Premises, whether now or hereafter in force. (d) The term “Tenant’ shall mean Tenant herein named or (except when a provision applies specifically or exclusively to the named Tenant or the Tenant named herein or the Tenant named in this Lease) any assignee or other successor in interest (immediate or remote) of Tenant herein named, which at the time in question is the owner of Tenant’s estate and interest granted by this Lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this Lease or to relieve Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this Lease. (e) The term “Landlord’ shall mean only the owner at the time in question of Landlord’s interest in the Land or a lease of the Land and the Building or a lease thereof so that in the event of any transfer or transfers of Landlord’s interest in the Land or a lease thereof or the Building or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease, (f) The terms “herein”, hereof and “hereunder”, and words of similar import, shall be construed to refer to this Lease as a whole, and not to any particular article or section, unless expressly so stated. (g) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.
Appears in 2 contracts
Samples: Lease (Ambac Financial Group Inc), Settlement Agreement (Ambac Financial Group Inc)
Miscellaneous Provisions and Definitions. 35.01. 35.01 No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is soughtsought (or in the case of a change or modification, unless such agreement is signed by both Landlord and Tenant). If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of Tenant’s Property in connection with such subletting (provided Landlord unless caused by or resulting from the negligence or willful act of Landlord’s agents shall accord reasonable care to Tenant’s Property), its agents, servants, contractors, or employees.
35.02. 35.02 Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 hereof shall operate to vest any rights in any successor or assignee of TenantTenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.
35.03. 35.03 Tenant shall look only to Landlord’s estate and property in the Land and the Building (and provided that a claim was asserted within thirty (30) days following Tenant’s receipt of notice or actual knowledge, whichever occurs earlier, of such the sale of the Land and/or the Building and suit with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the Building, the rental proceeds of such saletherefrom) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its members, partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises.
35.04. The 35.04 (a) Except as expressly provided in Section 35.04(b) and Articles 19 and 20 hereof, the obligations of Tenant hereunder shall be in no wise way be affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because (ai) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord’s reasonable control; or (bii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord’s reasonable control. The obligations of Landlord hereunder shall be in no wise affected, impaired or executed, nor shall Tenant be deemed in default under this Lease and nor shall Tenant have any liability whatsoever to Landlord to control (the extent that its failure to perform any covenant or agreement hereunder (other than the obligation to pay Fixed Rent or Additional Charges) shall result from any of the events as foregoing circumstances described in clauses (a) this Section 35.04(a), “Force Majeure Causes”). Without limiting events that may constitute “or (b) of the previous sentence or for any other reasoncause, whether similar or dissimilar dissimilar, beyond TenantLandlord’s reasonable control. The provisions of this Section 35.04 are hereby made expressly subject, however, to and shall not be deemed to modify in any manner the provisions of and the rights granted to Tenant under Section 13.03 hereof.
35.05. For the purposes of this Lease, ,” the following terms have the meanings indicatedare items which Landlord and Tenant agree are beyond Landlord’s reasonable control:
(aA) The term “mortgage” shall include a mortgage and/or a deed Lack of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.
(b) The term “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, county and borough governments and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Building and/or the Premises, and the direction of any public officer pursuant access to law, whether now or hereafter in force.
(c) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Building and/or the Premises, whether now or hereafter in force.
(d) The term “Tenant’ shall mean Tenant herein named or (except when a provision applies specifically or exclusively to the named Tenant or the Tenant named herein or the Tenant named in this Lease) any assignee or other successor in interest (immediate or remote) of Tenant herein named, which at the time in question is the owner of Tenant’s estate and interest granted by this Lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this Lease or to relieve Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this Lease.
(e) The term “Landlord’ shall mean only the owner at the time in question of Landlord’s interest in the Land or a lease of the Land and the Building or a lease thereof so that in the event Premises beyond the reasonable control of any transfer or transfers and not otherwise caused by Landlord (which shall include, but not be limited to, the lack of Landlord’s interest in the Land or a lease thereof or access to the Building or a lease thereofthe Premises when it or they are structurally sound but inaccessible due to evacuation of the surrounding area or damage to nearby structures or public areas);
(B) Any cause outside the Building not caused by Landlord;
(C) Reduced air quality or other contaminants within the Building beyond the reasonable control of and not otherwise caused by Landlord that would adversely affect the Building or its occupants (including, but not limited to, the transferor shall be and hereby is relieved and freed presence of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during biological or other airborne agents within the period it is Building or the holder of Landlord’s interest under this Lease,
(f) The terms “herein”, hereof and “hereunder”, and words of similar import, shall be construed to refer to this Lease as a whole, and not to any particular article or section, unless expressly so stated.
(g) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.Premises);
Appears in 1 contract
Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Leaselease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s 's account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Leaselease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant’s 's Property in connection with such subletting (provided Landlord unless caused by or resulting from the negligence or willful act of Landlord’s agents shall accord reasonable care to Tenant’s Property), its agents, servants, contractors, or employees.
35.02. Except as otherwise expressly provided in this Leaselease, the obligations of this Lease lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; providedPROVIDED, howeverHOWEVER, that (a) no violation of the provisions of Article 7 hereof -141- shall operate to vest any rights in any successor or assignee of TenantTenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22 hereof.
35.03. Tenant shall look only to Landlord’s 's estate and property in the Land Unit (which shall be deemed to include the proceeds of any insurance, condemnation, sale or refinancing proceeds received and the Building (and provided that a claim was asserted within thirty (30) days following Tenant’s receipt of notice or actual knowledge, whichever occurs earlier, of such sale of the Land and/or the Building and suit held by Landlord with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the Building, the proceeds of such saleUnit) for the satisfaction of Tenant’s 's remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or any property or assets of its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s 's remedies under or with respect to this Leaselease, the relationship of Landlord and Tenant hereunder or Tenant’s 's use or occupancy of the Premises.
35.04. The (a) Except as expressly provided in this lease, the obligations of Tenant hereunder shall be in no wise affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because (ai) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord’s 's reasonable control; or (bii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord’s 's reasonable controlcontrol (the foregoing circumstances described in this Section 35.04 being herein called "FORCE MAJEURE CAUSES"). The obligations In no event shall lack of Landlord hereunder shall funds be in no wise affected, impaired or executeddeemed a Force Majeure Cause, nor shall Tenant be deemed in default under this Lease and nor shall Tenant have any liability whatsoever to Landlord to the extent that its failure to perform any covenant or agreement hereunder (other than the obligation to pay Fixed Rent or Additional Charges) shall result from any of the events as described in clauses (a) or (b) of the previous sentence or for any other reason, similar or dissimilar beyond Tenant’s reasonable control. The provisions of this Section 35.04 are hereby made expressly subject, however, to and shall not matter be deemed to modify in any manner be beyond Landlord's reasonable control if the provisions same could be remedied by the satisfaction of and a lien, judgment or other monetary obligation. Landlord shall use reasonable efforts to minimize the rights granted to Tenant under Section 13.03 hereof.
35.05. For effect of such circumstance or condition on Tenant's occupancy of the Premises for the purposes of this Lease, its business and/or on the following terms have the meanings indicated:
(a) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trustservices provided to Tenant by Landlord hereunder.
(b) The Notwithstanding anything to the contrary contained in this lease, but subject to the provisions of Article 19 and 20 hereof to the extent applicable, if the Premises or any portion thereof is rendered "untenantable," as such term “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, county and borough governments and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereofis hereinafter defined, and Tenant ceases the operation of any other governmental, public or quasi-public authorities having jurisdiction over the Building and/or its business within such portion of the Premises, except for Disaster Functions (herein called the "ABATEMENT THRESHOLD REQUIREMENT"), and such portion of the Premises is rendered "untenantable" as the result of either: (i) Landlord's failure to provide the services required to be provided by Landlord hereunder or (ii) Landlord's failure to perform the repairs, replacements and maintenance required to be performed by Landlord hereunder; or (iii) the performance of any work, repairs, alterations or improvements by Landlord or a third party authorized by Landlord, and the direction same is not due to (A) the act or omission (where there is a duty to act) of any public officer pursuant Tenant, its, agents, representatives, contractors or employees or (B) casualty or condemnation, and such condition continues for a period in excess of five (5) consecutive Business Days after Tenant furnishes a notice to lawLandlord (herein called the "ABATEMENT NOTICE") certifying that the Abatement Threshold Requirement has been met, whether now or hereafter which notice shall contain a statement in force.
(c) The term “requirements of insurance bodies” bold type and words of similar import shall mean rulescapital letters stating "THIS IS AN ABATEMENT NOTICE" as a condition to the effectiveness thereof, regulations, orders then Fixed Rent and other requirements Additional Charges payable with respect to the portion of the New York Board Premises so affected shall be abated on a PER DIEM basis for the period commencing on the first day after the expiration of Underwriters and/or such five (5) consecutive Business Day period and ending on the New York Fire Insurance Rating Organization and/or any earlier of (1) the date Tenant reoccupies the affected portion of the Premises for the conduct of its business other similar body performing than Disaster Functions, and (2) the same or similar functions and having jurisdiction or cognizance over date on which such portion of the Building and/or the Premises, whether now or hereafter in force.
(d) The term “Tenant’ shall mean Tenant herein named or (except when a provision applies specifically or exclusively Premises is no longer "untenantable". Notwithstanding anything to the named Tenant or contrary set forth herein, the Tenant named herein or the Tenant named in this Leasefive (5) any assignee or other successor in interest (immediate or remote) of Tenant herein named, which at the time in question is the owner of Tenant’s estate and interest granted by this Lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this Lease or to relieve Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this Lease.
(e) The term “Landlord’ shall mean only the owner at the time in question of Landlord’s interest consecutive Business Day period described in the Land or a lease of the Land and the Building or a lease thereof so that in the event of any transfer or transfers of Landlord’s interest in the Land or a lease thereof or the Building or a lease thereof, the transferor preceding sentence shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease,
(f) The terms “herein”, hereof and “hereunder”, and words of similar import, shall be construed to refer to this Lease as a whole, and not to any particular article or section, unless expressly so stated.
(g) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.be:
Appears in 1 contract
Samples: Lease (Citigroup Inc)
Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of Tenant’s Property in connection with such subletting (provided Landlord or Landlord’s agents shall accord reasonable care to Tenant’s Property).
35.02. Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 hereof shall operate to vest any rights in any successor or assignee of TenantTenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Section 22.02(c).
35.03. Tenant shall look only to (i) Landlord’s 's estate and property in the Land and the Building Building, (ii) any insurance proceeds and condemnation awards to the extent not applied to the repair and restoration of the Real Property, subject, however, to the rights of any Superior Lessor or Superior Mortgagee, (iii) the proceeds of a sale of the Real Property, provided that a Tenant shall have given Landlord notice of any claim was asserted against such proceeds within thirty ten (3010) days following Business Days after Tenant’s 's receipt of notice or actual knowledge, whichever occurs earlier, of such sale, which may include a request for delivery of an estoppel statement in connection with a pending sale of the Land and/or the Building and suit with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the BuildingReal Property, the proceeds of such sale) for the satisfaction of Tenant’s 's remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s 's remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s 's use or occupancy of the Premises.
35.04. The (a) Except as expressly provided in Articles 19 and 20 hereof, the obligations of Tenant hereunder shall be in no wise affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because (a) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord’s 's reasonable control; or (b) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or 122 omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord’s 's reasonable control. The obligations control (the foregoing circumstances described in this Section 35.04(a) being herein called "Force Majeure Causes").
(b) Notwithstanding anything to the contrary contained in this Lease, if for a period of twenty (20) consecutive days (or any thirty (30) days in any consecutive forty (40) day period) (i) as a result of causes other than any act or omission of Tenant or any subtenant or occupant of the Premises claiming under or through Tenant, or their respective agents, employees, visitors or licensees, there is a failure of services required to be provided to the Premises or Landlord shall fail to make the repairs required to be made hereunder by Landlord or Landlord shall fail to comply with any Legal Requirement which is the obligation of Landlord hereunder to comply with under the terms of this Lease (each of the foregoing failures being herein called a "Failure"), and (ii) as a result of such Failure, the Premises or any one or more full floors of the Premises shall be rendered untenantable for the normal conduct of business (or, in no wise affected, impaired or executed, nor shall Tenant be deemed in default under this Lease and nor shall Tenant have any liability whatsoever to the case of the Failure by Landlord to the extent that its failure to perform comply with any covenant or agreement hereunder (other than Legal Requirement which is the obligation of Landlord to pay comply with under the terms of this Lease, such Failure results in the issuance of an order by a governmental authority to vacate the Premises or any one or more full floors of the Premises), and (iii) Tenant shall vacate the Premises or such floor or floors thereof, and (iv) Tenant shall have given notice to Landlord, and to any Superior Mortgagee or Superior Lessor whose name and address shall have previously have been furnished to Tenant, that the Premises or such full floor or floors thereof have been rendered untenantable (or ordered vacated as set forth above) by reason of such Failure, then in such event the Fixed Rent and Additional Charges payable by Tenant pursuant to Article 3 hereof (or Additional Charges) such portion thereof as is allocable to the floor or floors thereof in question, such allocation to be made in accordance with Exhibit D annexed hereto), shall result from any be abated for the period commencing on the day that all of the events as described requirements set forth in clauses (ai), (ii), (iii) and (iv) (herein collectively called the "Untenantability Conditions") are first met and ending on the date that the Premises or (b) such full floor or floors thereof shall be rendered tenantable for the conduct of Tenant's business or such earlier date as Tenant or anyone acting under or through Tenant shall have resumed occupancy of the previous sentence Premises or for any other reason, similar such floor or dissimilar beyond floors thereof The requirement that Tenant vacate all or a portion of the Premises as a condition to obtaining a rent abatement under this subsection 35.04(b) shall not be deemed to require Tenant to remove Tenant’s reasonable control. The provisions of this Section 35.04 are hereby made expressly subject, however, to 's Property from the Premises and shall not be deemed to modify preclude Tenant from having a skeleton staff in the Premises for the purpose of answering telephones, providing security and/or retrieving files or other personal property.
(c) In the event that all of the Untenantability Conditions exist for a period of fifteen (15) consecutive months (herein called the "Untenantability Termination Period"), and affect a substantial portion of the Premises (i.e., at least 30% of the floor areas of the Building have been rendered untenantable or have been ordered vacated as set forth above), then Tenant may terminate this Lease by written notice given to Landlord and any manner the provisions of Superior Mortgagee or Superior Lessor whose name and the rights granted address shall have previously have been furnished to Tenant not later than twenty (20) days after the end of the Untenantability Termination Period, and such termination shall be effective on the thirtieth (30th) day following the giving of such notice unless the Premises or applicable portion thereof are rendered tenantable prior to the end of such 30-day period. In addition, at any time following the occurrence and during the continuance of all of the Untenantability Conditions which affect a substantial portion of the Premises (i.e., at least 30% of the floor areas of the Building), Tenant may send a notice to Landlord (herein called an "Untenantability Termination Notice") that Tenant believes that the repairs, improvements, alterations or other work required to remedy the Failure in question (herein called the "Remedy Work") cannot reasonably be completed prior to the end of the Untenantability Termination Period (which Untenantability Termination Notice shall be accompanied by a letter from a licensed professional engineer having at least 15 years experience in the principal areas involved in the Remedy Work stating that, in his professional opinion, the Remedy Work cannot reasonably be completed prior to the end of the Untenantability Termination Period) and setting forth Tenant's intention to terminate the Lease and further stating that Landlord has a period of thirty (30) days following the giving of such Untenantability Termination Notice to dispute Tenant's claim that the Remedy Work cannot reasonably be completed prior to the end of the Untenantability Termination Period, a copy of which Untenantability Termination Notice shall be delivered simultaneously to any Superior Lessor or Superior Mortgagee whose name and address shall have previously have been furnished to Tenant. In the event Tenant gives an Untenantability Termination Notice, then this Lease shall terminate on the sixtieth (60th) day following the giving of the Untenantability Termination Notice unless either (i) the Premises or applicable portion thereof are rendered tenantable prior to the end of such 60-day period, or (ii) within thirty (30) days following the giving of such Untenantability Termination Notice, Landlord notifies Tenant that Landlord disputes Tenant's claim that the Remedy Work cannot reasonably be completed prior to the end of the Untenantability Termination Period. In the event Landlord so notifies Tenant of such dispute and same cannot be resolved by the parties within ten (10) days thereafter, such dispute shall be finally resolved by Expedited Arbitration. If the final determination of such dispute is that the Remedy Work cannot reasonably be completed prior to the end of the Untenantability Termination Period, then this Lease shall terminate on the 30th day following the date such final determination is rendered. Except as provided in this Section 35.04(c), Tenant shall not be obligated to provide additional notices or additional cure periods to any Superior Mortgagor or Superior Lessor as a condition of the exercise of Tenant's right to terminate this Lease under this Section 13.03 hereof35.04(c).
35.05. For the purposes of this Lease, the following terms have the meanings indicated:
(a) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.
(b) The term “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, county and borough governments and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Building and/or the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force.
(c) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Building and/or the Premises, whether now or hereafter in force.
(d) The term “Tenant’ shall mean Tenant herein named or (except when a provision applies specifically or exclusively to the named Tenant or the Tenant named herein or the Tenant named in this Lease) any assignee or other successor in interest (immediate or remote) of Tenant herein named, which at the time in question is the owner of Tenant’s estate and interest granted by this Lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this Lease or to relieve Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this Lease.
(e) The term “Landlord’ shall mean only the owner at the time in question of Landlord’s interest in the Land or a lease of the Land and the Building or a lease thereof so that in the event of any transfer or transfers of Landlord’s interest in the Land or a lease thereof or the Building or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease,
(f) The terms “herein”, hereof and “hereunder”, and words of similar import, shall be construed to refer to this Lease as a whole, and not to any particular article or section, unless expressly so stated.
(g) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.: 124
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 15 Inc)
Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s 's account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant’s 's Property in connection with such subletting (provided Landlord unless caused by or resulting from the negligence or willful act of Landlord’s agents shall accord reasonable care to Tenant’s Property), its agents, servants, contractors, or employees.
35.02. Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 hereof shall operate to vest any rights in any successor or assignee of TenantTenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.
35.03. Tenant shall look only to Landlord’s 's estate and property in the Land and the Building (and provided that a claim was asserted within thirty (30) days following Tenant’s receipt of notice or actual knowledge, whichever occurs earlier, of such sale of the Land and/or the Building and suit with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the Building, the proceeds of such sale) for the satisfaction of Tenant’s 's remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s 's remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s 's use or occupancy of the Premises.
35.04. The (a) Except as expressly provided in Articles 19 and 20 and Section 34.04(b) hereof, the obligations of Tenant hereunder shall be in no wise affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because because
(a) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord’s 's reasonable control; or (b) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord’s 's reasonable control. The obligations control (the foregoing circumstances described in this Section 35.04 being herein called "Force Majeure Causes").
(b) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Article 19 and 20 hereof to the extent applicable, if for a period of seven (7) consecutive Business Days (i) Landlord hereunder shall be in no wise affected, impaired or executed, nor shall Tenant be deemed in default fails to provide services required under this Lease and nor shall Tenant have any liability whatsoever to Landlord be provided to the extent that its failure to perform any covenant or agreement hereunder (other than the obligation to pay Fixed Rent or Additional Charges) shall result from any of the events as described in clauses (a) Premises or (bii) Landlord fails to make the repairs required under this Lease to be made by Landlord, and (w) the cause of the previous sentence or for any other reason, similar or dissimilar beyond Tenant’s reasonable control. The provisions of this Section 35.04 are hereby made expressly subject, however, to and such failure shall not be deemed Force Majeure Causes or the act or omission of Tenant, its agents, representatives, contractors or employees, and (x) the entire Premises or any affected portion thereof, as the case may be, shall be rendered untenantable for the conduct of Tenant's business and (y) Tenant shall vacate the Premises or such affected portion thereof which is untenantable for the conduct of Tenant's business and (z) Tenant shall concurrently therewith give notice of such fact to modify Landlord, then, in any manner such event, the provisions portion of the Fixed Rent and Additional Charges allocable to the rights granted Premises or such affected portion thereof, as the case may be, payable by Tenant pursuant to this Lease shall be abated for the period commencing on the day immediately succeeding the expiration of such seven (7) consecutive Business Day period and ending on the date that the Premises or such affected portion thereof shall be rendered tenantable (or such earlier date, if any, as Tenant under Section 13.03 hereofshall reoccupy the Premises or such affected portion thereof for the conduct of its business).
35.05. For the purposes of this Lease, the following terms have the meanings indicated:
(a) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.
(b) The term “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, county and borough governments and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Building and/or the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force.
(c) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Building and/or the Premises, whether now or hereafter in force.
(d) The term “Tenant’ shall mean Tenant herein named or (except when a provision applies specifically or exclusively to the named Tenant or the Tenant named herein or the Tenant named in this Lease) any assignee or other successor in interest (immediate or remote) of Tenant herein named, which at the time in question is the owner of Tenant’s estate and interest granted by this Lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this Lease or to relieve Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this Lease.
(e) The term “Landlord’ shall mean only the owner at the time in question of Landlord’s interest in the Land or a lease of the Land and the Building or a lease thereof so that in the event of any transfer or transfers of Landlord’s interest in the Land or a lease thereof or the Building or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease,
(f) The terms “herein”, hereof and “hereunder”, and words of similar import, shall be construed to refer to this Lease as a whole, and not to any particular article or section, unless expressly so stated.
(g) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.
Appears in 1 contract
Samples: Lease (Medsite Com Inc)
Miscellaneous Provisions and Definitions. 35.01. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. If Tenant shall at any time request Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of Tenant’s Property in connection with such subletting (provided Landlord unless caused by or resulting from the negligence or willful act of Landlord’s agents shall accord reasonable care to Tenant’s Property), its agents, servants, contractors, or employees.
35.02. Except as otherwise expressly provided in this Lease, the obligations of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 hereof shall operate to vest any rights in any successor or assignee of TenantTenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.
35.03. Tenant shall look only to Landlord’s estate and property in the Land and the Building (and provided that a claim was asserted within thirty (30) days following Tenant’s receipt of notice or actual knowledge, whichever occurs earlier, of such sale of the Land and/or the Building and suit with respect to such claim is commenced by Tenant within one (1) year following Tenant’s receipt of notice or actual knowledge (whichever is earlier) of such sale of the Land and/or the Building, the proceeds of such sale) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord or its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises.
35.04. The (a) Except as expressly provided in this Lease, including, without limitation, in Section 35.04(b) and Articles 19 and 20 hereof, the obligations of Landlord or Tenant hereunder shall be in no wise affected, impaired or excused, nor shall Landlord or Tenant, as applicable have any liability whatsoever to TenantTenant or Landlord, as applicable, nor shall it be deemed a constructive eviction because (a) Landlord or Tenant, as applicable, is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Landlord’s or Tenant’s, as applicable, reasonable control; or (b) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Landlord’s or Tenant’s reasonable controlcontrol (the foregoing circumstances described in this Section 35.04 being herein called “Force Majeure Causes”); provided, however, in no event shall the unavailability of funds be deemed to excuse any performance by or obligation of Landlord or Tenant (including, without limitation, the payment of Rent) hereunder, as applicable. The obligations above notwithstanding, to the extent that, (X) if the estimated cost (as reasonably estimated by the party required to perform such work or take such action) is in excess of $1,000,000.00, after ten (10) days or (Y) if the estimated cost (as reasonably estimated by the party required to perform such work or take such action) is equal to or less than $1,000,000.00, after five (5) days, either (i) Landlord is prevented from performing a repair and/or maintenance obligation that is expressly required of Landlord hereunder and the failure to perform same adversely affects Tenant’s ability to conduct its ordinary business in the Premises or (ii) Tenant is prevented from performing a repair and/or maintenance obligation that is expressly required of Tenant hereunder and the failure to perform same affects portions of the Building outside of the Premises, and, in either such case, such Force Majeure Cause is related to the ability to retain a contractor or obtain a certain item from a supplier, then, in either such case, Landlord or Tenant, as applicable, shall be use reasonable efforts to utilize an alternative contractor or obtain such item from an alternative supplier, provided in no wise affectedsuch case shall either party be required to expend more than 20% more than such party originally was being charged by the original contractor or vendor in connection with such repair and/or maintenance obligation.
(b) Notwithstanding anything to the contrary contained in this Lease, impaired but subject to the provisions of Article 19 and 20 hereof to the extent applicable, if for a period of five (5) consecutive Business Days (or executed, nor shall a period of five (5) consecutive days if Tenant be deemed is then-operating in default the Premises for the ordinary conduct of business on a 7 day a week basis) (i) Landlord fails to provide services required under this Lease and nor shall Tenant have any liability whatsoever to Landlord be provided to the extent that its failure Premises, (ii) Landlord fails to perform any covenant or agreement hereunder (other than complete the obligation repairs required under this Lease to pay Fixed Rent or Additional Charges) shall result from any of the events as described in clauses (a) be made by Landlord or (biii) Landlord’s access to the Premises actually prevents Tenant from the ordinary conduct of business within the previous sentence or for any other reasonPremises, similar or dissimilar beyond Tenant’s reasonable control. The provisions and (w) the cause of this Section 35.04 are hereby made expressly subject, however, to and such failure shall not be deemed Force Majeure Causes or the act or omission of Tenant, its agents, representatives, contractors or employees, and (x) the Premises shall be rendered not usable by Tenant for the purposes intended hereunder and (y) Tenant shall vacate the Premises and (z) Tenant shall concurrently therewith give notice of such fact to modify Landlord, then, in any manner such event, the provisions Fixed Rent payable pursuant to this Lease shall be abated for the unusable portion of the Premises for the period commencing on the day immediately succeeding the expiration of such five (5) consecutive Business Day period (or five (5) consecutive day period, as applicable) and ending on the rights granted to date that the Premises shall be rendered usable (or such earlier date, if any, as Tenant under Section 13.03 hereofshall reoccupy the Premises for the conduct of its business).
35.05. For the purposes of this Lease, the following terms have the meanings indicated:
(a) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.
(b) The term “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, county and borough governments and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Building and/or the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force.
(c) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Building and/or the Premises, whether now or hereafter in force.
(d) The term “Tenant’ shall mean Tenant herein named or (except when a provision applies specifically or exclusively to the named Tenant or the Tenant named herein or the Tenant named in this Lease) any assignee or other successor in interest (immediate or remote) of Tenant herein named, which at the time in question is the owner of Tenant’s estate and interest granted by this Lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this Lease or to relieve Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this Lease.
(e) The term “Landlord’ shall mean only the owner at the time in question of Landlord’s interest in the Land or a lease of the Land and the Building or a lease thereof so that in the event of any transfer or transfers of Landlord’s interest in the Land or a lease thereof or the Building or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease,
(f) The terms “herein”, hereof and “hereunder”, and words of similar import, shall be construed to refer to this Lease as a whole, and not to any particular article or section, unless expressly so stated.
(g) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.
Appears in 1 contract
