Common use of Nonterminability Clause in Contracts

Nonterminability. (a) Except as expressly provided herein, this Lease will not terminate, nor will Lessee have any right to terminate this Lease, nor will Lessee be entitled to any abatement or reduction of Rent hereunder, nor will the obligations of Lessee under this Lease be affected, by reason of (i) any Casualty (as hereinafter defined) or theft with respect to the Leased Property or any part thereof from whatever cause, (ii) any Taking (as hereinafter defined) of the Leased Property or any part thereof, (iii) the prohibition, limitation or restriction of Lessee's use, occupancy or enjoyment of all or any part of the Leased Property, or any interference with such use, occupancy or enjoyment, (iv) any eviction by superior title or otherwise, or any other defect in, or encumbrance on, Lessor's title to the Leased Property or any part thereof, (v) Lessee's acquisition or ownership of the Leased Property or any part thereof, (vi) any default on the part of Lessor under this Lease, or under any other agreement to which Lessor and Lessee may be parties, (vii) the failure of Lessor to deliver possession of the Leased Property or any part thereof on the commencement of the Term, or the impossibility of performance by Lessor, Lessee or both, (viii) any action of any Government Authority (as hereinafter defined), (ix) any breach by Lessor of any express or implied warranty contained in this Lease or created by law, (x) any merger, consolidation or sale of all or substantially all of the assets of Lessee, or (xi) any other cause whether similar or dissimilar to the foregoing, any present or future law or change in law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Lessee hereunder will be separate and independent covenants and agreements, that the Rent and all other sums payable by Lessee hereunder will continue to be payable in all events and that the obligations of Lessee hereunder will continue unaffected, unless the requirement to pay or perform the same will have been terminated pursuant to an express provision of this Lease. (b) Lessee shall remain obligated under this Lease in accordance with its terms, and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up or other proceeding affecting Lessor or its successor in interest, and (ii) any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or its successor in interest or by any court in any such proceeding. (c) Lessee hereby agrees, to the extent permitted by law, not to plead, claim or take advantage of any law, now or hereafter in effect, providing for any right (i) to quit, terminate or surrender this Lease or the Leased Property or any part thereof, (ii) to any abatement, suspension, deferment or reduction of the Rent or any other sums payable by Lessee hereunder, except as expressly provided herein. If any law providing for any of the foregoing is now or hereafter in force, of which Lessee might take advantage notwithstanding the foregoing agreement and waiver, and such law is hereafter or thereafter repealed or otherwise ceases to be in force, such law will not then or thereafter be deemed to preclude or limit the enforceability of the foregoing agreement and waiver.

Nonterminability. (a) Except as expressly provided hereinSubject to Sections 3.1, this Lease will not terminate3.2 and 3.5 hereof, notwithstanding anything herein or otherwise to the contrary, neither the rights of the Head Lessee nor will Lessee have any right to terminate this Lease, nor will Lessee be entitled to any abatement or reduction of Rent hereunder, nor will the obligations of Lessee the Head Lessor under this Head Lease shall be affectedextinguished, diminished, lost or otherwise impaired by any circumstances of any character or for any reason of (i) any Casualty (as hereinafter defined) whatsoever, whether or theft with respect to not the Leased Property or any part thereof from whatever cause, (ii) any Taking (as hereinafter defined) of same involves the Leased Property or any part thereof, (iii) the prohibition, limitation or restriction of Lessee's use, occupancy or enjoyment loss of all or any part of the Leased Propertyleasehold estate granted by this Head Lease, including, without limitation, any of the following circumstances or reasons: (a) any damage to or loss or destruction of all or any part of the Facility for any reason whatsoever and of whatever duration, (b) the condemnation, requisition (by eminent domain or otherwise), seizure or other taking of title or use of all or any part of the Facility by any Governmental Entity or otherwise, (c) any prohibition, limitation or restriction on the use by any Person of all or any part of its property or the interference with such use by any Person, or any interference with such useforeclosure or deed in lieu of foreclosure of the Oglethorpe Mortgage, occupancy or enjoymentany termination of this Head Lease as a result thereof by operation of law or contract, (iv) or any eviction by superior paramount title or otherwise, (d) any inadequacy, incorrectness or any other defect in, or encumbrance on, Lessor's title to the Leased Property or any part thereof, (v) Lessee's acquisition or ownership failure of the Leased Property or any part thereof, (vi) any default on the part of Lessor under this Lease, or under any other agreement to which Lessor and Lessee may be parties, (vii) the failure of Lessor to deliver possession description of the Leased Property Facility or the Undivided Interest or any part thereof on or any rights or property in which an interest is intended to be granted or conveyed by this Head Lease, (e) the commencement of insolvency, bankruptcy, reorganization or similar proceedings by or against the Term, or the impossibility of performance by Head Lessor, the Head Lessee or bothany other Person, (viiif) the failure by the Head Lessee to comply with Section 3, 5, 6 or 7 or any action other provision hereof or of any Government Authority (as hereinafter defined), (ix) any breach by Lessor of any express or implied warranty contained in this Lease or created by law, (x) any merger, consolidation or sale of all or substantially all of the assets of Lessee, other Operative Documents or (xig) any other cause reason whatsoever, whether similar or dissimilar to the foregoing, any present or future law or change in law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Lessee hereunder will be separate and independent covenants and agreements, that the Rent and all other sums payable by Lessee hereunder will continue to be payable in all events and that the obligations of Lessee hereunder will continue unaffected, unless the requirement to pay or perform the same will have been terminated pursuant to an express provision of this Lease. (b) Lessee shall remain obligated under this Lease in accordance with its terms, and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up or other proceeding affecting Lessor or its successor in interest, and (ii) any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or its successor in interest or by any court in any such proceeding. (c) Lessee hereby agrees, to the extent permitted by law, not to plead, claim or take advantage of any law, now or hereafter in effect, providing for any right (i) to quit, terminate or surrender this Lease or the Leased Property or any part thereof, (ii) to any abatement, suspension, deferment or reduction of the Rent or any other sums payable by Lessee hereunder, except as expressly provided herein. If any law providing for any of the foregoing is now or hereafter in force, foregoing. The provisions of which Lessee might take advantage notwithstanding this Section 3.4 shall survive the foregoing agreement and waiver, and such law is hereafter or thereafter repealed or otherwise ceases to be in force, such law will not then or thereafter be deemed to preclude or limit the enforceability termination of this Head Lease for any reason whatsoever. The obligations of the foregoing agreement Head Lessor hereunder are covenants that are independent of the existence of such leasehold and waivershall survive the termination thereof for any reason whatsoever.

Nonterminability. (a) Except as expressly provided herein, this This Lease will shall not terminate, nor will Lessee shall Tenant have any right to terminate this Lease (except as otherwise expressly provided in this Lease, ) nor will Lessee shall Tenant be entitled to any abatement or reduction of Rent rent hereunder, nor will shall the obligations of Lessee Tenant under this Lease be affected, by reason of (i) any Casualty (as hereinafter defined) or theft with respect to the Leased Property or any part thereof from whatever cause, (ii) any Taking (as hereinafter defined) of the Leased Property or any part thereof, (iii) the prohibition, limitation or restriction of LesseeTenant's use, occupancy or enjoyment of all or any part of Napa County use permit for the Leased PropertyPremises, or any interference with such use, occupancy or enjoyment, (iv) any eviction by superior title or otherwise, or any other defect in, or encumbrance on, Lessor's title to the Leased Property or any part thereof, (v) Lessee's acquisition or ownership of the Leased Property or any part thereof, (vi) any default on the part of Lessor under this Lease, or Landlord under any other agreement to which Lessor and Lessee Landlord and/or Tenant may be parties, (vii) the failure of Lessor to deliver possession of the Leased Property or any part thereof on the commencement of the Term, or the impossibility of performance by Lessor, Lessee or both, (viii) any action of any Government Authority (as hereinafter defined), (ix) any breach by Lessor of any express or implied warranty contained in this Lease or created by law, (x) any merger, consolidation or sale of all or substantially all of the assets of Lessee, or (xi) any other cause whether similar or dissimilar to the foregoing, any present or future law or change in law to the contrary notwithstanding. It is the intention of the parties hereto Tenant agrees that the obligations of Lessee hereunder it will be separate and independent covenants and agreements, that the Rent and all other sums payable by Lessee hereunder will continue to be payable in all events and that the obligations of Lessee hereunder will continue unaffected, unless the requirement to pay or perform the same will have been terminated pursuant to an express provision of this Lease. (b) Lessee shall remain obligated under this Lease in accordance with its terms, and shall that it will not take any action to terminate, rescind or avoid this Lease, notwithstanding notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or dissolution, winding-up or other proceeding affecting Lessor or its successor Landlord in interest, any such proceeding and (ii) any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or its successor Landlord in interest any such proceeding or by any court in any such proceeding. (c) Lessee hereby agrees. Tenant, to the extent permitted notwithstanding any other provision of this Lease and irrespective of any breach of any representation, covenant, agreement or undertaking of any nature whatsoever made by lawLandlord, not to plead, shall have no claim or take advantage right to proceed against any creditor of Landlord, or representative of such creditor or the holder of any lawnote or other indebtedness of Landlord, now or hereafter their respective successors or assigns, because of any such breach or default on the part of Landlord under this Lease. The foregoing provisions of this Article 4, however, do not constitute a waiver of any remedy that Tenant may have in effect, providing for any right (i) to quit, terminate or surrender this Lease or the Leased Property or any part thereof, (ii) to any abatement, suspension, deferment or reduction of the Rent damages against Landlord or any other sums payable by Lessee hereunder, except as expressly provided herein. If any law providing for any of the foregoing is now or hereafter in force, of which Lessee might take advantage notwithstanding the foregoing agreement and waiver, and such law is hereafter or thereafter repealed or otherwise ceases to be in force, such law will not then or thereafter be deemed to preclude or limit the enforceability of the foregoing agreement and waiverperson.

Nonterminability. (a) Except as otherwise expressly provided hereinin this Lease, this Lease will shall not terminate, nor will shall Lessee have any right to terminate this Lease, nor will shall Lessee be entitled to any abatement or reduction of Rent hereunder, nor will shall Lessee have the right to be released or discharged from any obligations of Lessee under this Lease be affectedor liabilities hereunder for any reason, by reason of (i) including without limitation, any Casualty (as hereinafter defined) damage to or theft with respect to the Leased Property or any part thereof from whatever cause, (ii) any Taking (as hereinafter defined) of the Leased Property or any part thereof, (iii) the prohibition, limitation or restriction of Lessee's use, occupancy or enjoyment destruction of all or any part of the Leased PropertyDemised Premises; any restriction, deprivation or prevention of, or any interference with such usewith, any use or occupancy or enjoyment, of the Demised Premises (iv) any eviction by superior title or otherwise, or any other defect in, in or encumbrance on, failure of Lessor's title to the Leased Property or any part thereof, (v) Demised Premises other than as a result of Lessor's intentional actions which dispossess Lessee of Lessee's acquisition possessory interest in the Demised Premises); any condemnation, requisition or ownership other taking or sale of the Leased Property use, occupancy or title to the Demised Premises; any part thereofaction, (vi) any default omission or breach on the part of Lessor under this Lease, Lease or under any other agreement to which between Lessor and Lessee; the inadequacy or failure of this Lease to lease to Lessee may the property intended to be parties, (vii) leased hereby other than as a result of Lessor's actions; Lessee's acquisition of ownership of the Demised Premises or any sale or other disposition of the Demised Premises; the impossibility or illegality of performance by Lessor or Lessee or both; the failure of Lessor to deliver possession of the Leased Property or any part thereof on the commencement of the Term, or the impossibility of performance by Lessor, Lessee or both, (viii) Demised Premises; any action of any Government Authority (as hereinafter defined)court, (ix) any breach by Lessor of any express administrative agency or implied warranty contained in this Lease other governmental authority; or created by law, (x) any merger, consolidation or sale of all or substantially all of the assets of Lessee, or (xi) any other cause cause, whether similar or dissimilar to the foregoing, any present or future law or change in law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Lessee hereunder will be separate and independent covenants and agreements, that the Rent and all other sums payable by Lessee hereunder will continue to be payable in all events and that the obligations of Lessee hereunder will continue unaffected, unless the requirement to pay or perform the same will have been terminated pursuant to an express provision of this Lease. (b) Lessee shall will remain obligated under this Lease in accordance with its terms, and shall will not take any action to terminate, rescind or avoid this LeaseLease for any reason, notwithstanding (i) the notwithstanding any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up or other proceeding affecting Lessor Lessor, or its successor in interestany assignee of Lessor, and (ii) or any action with respect to this Lease which may be taken by any receiver, trustee or receiver liquidator, or any assignee of Lessor or its successor in interest or by any court in any such proceeding. (c) , provided that this Lease is not rejected by or on behalf of Lessor or any assignee of Lessor. Lessee hereby agrees, to the extent permitted waives all rights at any time conferred by law, not to plead, claim statute or take advantage of any law, now or hereafter in effect, providing for any right (i) otherwise to quit, terminate or surrender this Lease or the Leased Property Demised Premises or any part thereof, (ii) to any abatementabatement or deferment of any Basic Rent, suspension, deferment or reduction of the Additional Rent or any other sums sum payable hereunder, or for damage, loss or expense suffered by Lessee hereunder, except as expressly provided herein. If on account of any law providing for any of the foregoing is now cause referred to in this Article or hereafter in force, of which Lessee might take advantage notwithstanding the foregoing agreement and waiver, and such law is hereafter or thereafter repealed or otherwise ceases to be in force, such law will not then or thereafter be deemed to preclude or limit the enforceability of the foregoing agreement and waiverotherwise.

Nonterminability. (a) Except as expressly provided hereinSubject to Sections 2.2 and 2.6 hereof, this Lease will not terminatenotwithstanding anything herein or otherwise to the contrary, neither the rights of the Ground Lessee nor will Lessee have any right to terminate this Lease, nor will Lessee be entitled to any abatement or reduction of Rent hereunder, nor will the obligations of Lessee the Ground Lessor under this Ground Lease shall be affectedterminated, extinguished, diminished, lost or otherwise impaired by any circumstance of any character or for any reason of (i) any Casualty (as hereinafter defined) whatsoever, whether or theft with respect to not the Leased Property or any part thereof from whatever cause, (ii) any Taking (as hereinafter defined) of same involves the Leased Property or any part thereof, (iii) the prohibition, limitation or restriction of Lessee's use, occupancy or enjoyment loss of all or any part of the Leased Propertyleasehold estate granted by this Ground Lease, including without limitation any of the following circumstances or reasons: (a) any damage to or loss or destruction of all or any part of the Facility for any reason whatsoever and of whatever duration, (b) the condemnation, requisition (by eminent domain or otherwise), seizure or other taking of title or use of all or any part of the Facility by any Governmental Entity or otherwise, (c) any prohibition, limitation or restriction on the use by any Person of all or any part of its property or the interference with such use by any Person, or any interference with such useforeclosure or deed in lieu of foreclosure of the Oglethorpe Mortgage, occupancy or enjoymentany termination of the leasehold estate granted by this Ground Lease as a result thereof by operation of law or contract, (iv) or any eviction by superior paramount title or otherwise, (d) any inadequacy, incorrectness or any other defect in, or encumbrance on, Lessor's title to the Leased Property or any part thereof, (v) Lessee's acquisition or ownership failure of the Leased Property or any part thereof, (vi) any default on the part of Lessor under this Lease, or under any other agreement to which Lessor and Lessee may be parties, (vii) the failure of Lessor to deliver possession description of the Leased Property Rocky Mountain Site or the Ground Interest or any part thereof on or any rights or property in which an interest is intended to be granted or conveyed by this Ground Lease, the commencement of the Term, Ground Sublease or the impossibility of performance Ground Sub-sublease, (e) the insolvency, bankruptcy, reorganization or similar proceedings by or against the Ground Lessor, the Ground Lessee or bothany other Person, (viiif) the failure by the Ground Lessee to comply with Section 2.4, 3 or 5 or any action other provision hereof or of any Government Authority (as hereinafter defined), (ix) any breach by Lessor of any express or implied warranty contained in this Lease or created by law, (x) any merger, consolidation or sale of all or substantially all of the assets of Lesseeother Operative Document, or (xig) any other cause reason whatsoever, whether similar or dissimilar to the foregoing, any present or future law or change in law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Lessee hereunder will be separate and independent covenants and agreements, that the Rent and all other sums payable by Lessee hereunder will continue to be payable in all events and that the obligations of Lessee hereunder will continue unaffected, unless the requirement to pay or perform the same will have been terminated pursuant to an express provision of this Lease. (b) Lessee shall remain obligated under this Lease in accordance with its terms, and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up or other proceeding affecting Lessor or its successor in interest, and (ii) any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or its successor in interest or by any court in any such proceeding. (c) Lessee hereby agrees, to the extent permitted by law, not to plead, claim or take advantage of any law, now or hereafter in effect, providing for any right (i) to quit, terminate or surrender this Lease or the Leased Property or any part thereof, (ii) to any abatement, suspension, deferment or reduction of the Rent or any other sums payable by Lessee hereunder, except as expressly provided herein. If any law providing for any of the foregoing is now or hereafter in force, foregoing. The provisions of which Lessee might take advantage notwithstanding this Section 2.5 shall survive the foregoing agreement and waiver, and such law is hereafter or thereafter repealed or otherwise ceases to be in force, such law will not then or thereafter be deemed to preclude or limit the enforceability termination of this Lease for any reason whatsoever. The obligations of the foregoing agreement Ground Lessor under this Section 2.5 are covenants that are independent of the existence of such leasehold and waivershall survive the termination thereof for any reason whatsoever.

Nonterminability. (aSubject to Sections 3(a) Except as expressly provided hereinand 9 hereof, this Lease will not terminatenotwithstanding anything herein or otherwise to the contrary, neither the rights of the Head Lessee nor will Lessee have any right to terminate this Lease, nor will Lessee be entitled to any abatement or reduction of Rent hereunder, nor will the obligations of Lessee the Head Lessor under this Head Lease shall be affectedextinguished, diminished, lost or otherwise impaired by any circumstances of any character or for any reason of (i) any Casualty (as hereinafter defined) whatsoever, whether or theft with respect to not the Leased Property or any part thereof from whatever cause, (ii) any Taking (as hereinafter defined) of same involves the Leased Property or any part thereof, (iii) the prohibition, limitation or restriction of Lessee's use, occupancy or enjoyment loss of all or any part of the Leased Propertyrights, title and interest granted by this Head Lease, including, without limitation, any of the following circumstances or reasons: (i) any damage to or loss or destruction of the Facility for any reason whatsoever and whatever duration, (ii) the condemnation, requisition (by eminent domain or otherwise), seizure or other taking of title or use of the Facility by any Governmental Authority, (iii) any prohibition, limitation or restriction on the use by any Person of the Facility or the interference with such use by any Person, or any interference with such usetermination of this Head Lease or the User Head Lease as a result thereof by operation of law or contract, occupancy or enjoymentany eviction by paramount title or otherwise, (iv) any eviction by superior title inadequacy, incorrectness or otherwise, failure of the description of the Facility or any other defect in, rights or encumbrance on, Lessor's title property in which an interest is intended to be granted or conveyed by the Leased Property User Head Lease or any part thereofthis Head Lease, (v) Lessee's acquisition the insolvency, bankruptcy, reorganization or ownership of similar proceedings by or against the Leased Property Head Lessor, the User Head Lessor, the Head Lessee or any part thereofother Person, (vi) any default on the part of Lessor under this Leasefailure by the Head Lessee to comply with Section 3, 6 or under 12 or any other agreement to which Lessor and Lessee may be parties, provision hereof or of any other Operative Documents or (vii) the failure of Lessor to deliver possession of the Leased Property or any part thereof on the commencement of the Term, or the impossibility of performance by Lessor, Lessee or both, (viii) any action of any Government Authority (as hereinafter defined), (ix) any breach by Lessor of any express or implied warranty contained in this Lease or created by law, (x) any merger, consolidation or sale of all or substantially all of the assets of Lessee, or (xi) any other cause reason whatsoever, whether similar or dissimilar to the foregoing, any present or future law or change in law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Lessee hereunder will be separate and independent covenants and agreements, that the Rent and all other sums payable by Lessee hereunder will continue to be payable in all events and that the obligations of Lessee hereunder will continue unaffected, unless the requirement to pay or perform the same will have been terminated pursuant to an express provision of this Lease. (b) Lessee shall remain obligated under this Lease in accordance with its terms, and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up or other proceeding affecting Lessor or its successor in interest, and (ii) any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or its successor in interest or by any court in any such proceeding. (c) Lessee hereby agrees, to the extent permitted by law, not to plead, claim or take advantage of any law, now or hereafter in effect, providing for any right (i) to quit, terminate or surrender this Lease or the Leased Property or any part thereof, (ii) to any abatement, suspension, deferment or reduction of the Rent or any other sums payable by Lessee hereunder, except as expressly provided herein. If any law providing for any of the foregoing is now or hereafter in force, foregoing. The provisions of which Lessee might take advantage notwithstanding this Section 3 shall survive the foregoing agreement and waiver, and such law is hereafter or thereafter repealed or otherwise ceases to be in force, such law will not then or thereafter be deemed to preclude or limit the enforceability termination of this Head Lease for any reason whatsoever. The obligations of the foregoing agreement Head Lessor hereunder are covenants that are independent of the existence of such leasehold and waivershall survive the termination thereof for any reason whatsoever.