LANDLORD'S DUTY TO RESTORE If the Premises are damaged by any peril after the Effective Date, Landlord shall restore the Premises unless the Lease is terminated by Landlord pursuant to Section 11.2 or by Tenant pursuant to Section 11.3. All insurance proceeds available from the fire and property damage insurance carried by Landlord pursuant to Section 9.2 shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to either Section 11.2 or Section 11.3, then all insurance proceeds available from insurance carried by Tenant which covers loss to property that is Landlord’s property or would become Landlord’s property on expiration or termination of this Lease shall be paid to and become the property of Landlord. If this Lease is not so terminated then upon receipt of the insurance proceeds (if the loss is covered by insurance) and the issuance of all necessary governmental permits, Landlord shall commence and diligently prosecute to completion the restoration of the Premises, to the extent then allowed by Law, to substantially the same condition in which the Premises were immediately prior to such damage. Landlord’s obligation to restore shall be limited to the Premises and interior improvements constructed by Landlord as they existed as of the Commencement Date, excluding any Tenant’s Alterations, Trade Fixtures and/or personal property constructed or installed by Tenant in the Premises. Tenant shall forthwith replace or fully repair all Tenant’s Alterations and Trade Fixtures installed by Tenant and existing at the time of such damage or destruction, and all insurance proceeds received by Tenant from the insurance carried by it pursuant to Section 9.1A(2) shall be used for such purpose.
Obligation to Repair Except as otherwise provided in this Article 12, if any part of the Premises, or any other portion of the Project necessary for Tenant’s use and occupancy of the Premises, is damaged or destroyed by Casualty, Landlord shall, within fifteen (15) days after such damage or destruction (“Casualty Discovery Date”), notify Tenant (a “Repair Notice”) of the estimated time, in Landlord’s reasonable judgment, required to repair such damage or destruction. If Landlord estimates that the necessary repairs can be completed within one hundred eighty (180) days after the date of the damage or destruction, and if Landlord receives insurance proceeds sufficient for such purpose, then (i) Landlord shall repair the Premises, and/or the portion of the Project necessary for Tenant’s use and occupancy of the Premises, to substantially the condition existing immediately before such damage or destruction (subject to Section 12.3 below), to the extent commercially reasonable, and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result solely from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the RSF of the unusable part of the Premises bears to the total RSF of the Premises. If Landlord’s estimate of the repair and restoration time is longer than one hundred eighty (180) days after the date of the damage or destruction, or if Landlord fails to timely deliver an estimated time of repair and restoration, Tenant shall have the right to terminate this Lease upon delivery of notice thereof to Landlord within ten (10) Business Days after Landlord’s delivery of the Repair Notice or the expiration of Landlord’s deadline to deliver the Repair Notice. If Tenant terminates this Lease pursuant to the foregoing, then this Lease shall terminate as of such damage or destruction unless Tenant has continued to use all or a portion of the Premises for the Permitted Use following the date of such damage or destruction, in which case this Lease shall terminate as of the date of Landlord’s receipt of Tenant’s termination notice.
Landlord’s Option to Repair Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, Building and/or Project, in which event this Lease shall terminate, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice will include a termination date giving Tenant sixty (60) days to vacate the Premises, but this Lease may be so terminated Landlord may so elect only if the Building or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one hundred eighty (180) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or Project or ground lessor with respect to the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) the damage is not fully covered by Landlord’s insurance policies or that portion of the proceeds from Landlord’s insurance policies allocable to the Building or the Project, as the case may be; (iv) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally; (v) the damage occurs during the last twelve (12) months of the Lease Term; or (vi) any owner of any other portion of the Project, other than Landlord, does not intend to repair the damage to such portion of the Project; provided, however, that if such fire or other casualty shall have damaged the Premises or a portion thereof or Common Areas necessary to Tenant’s occupancy and as a result of such damage the Premises are unfit for occupancy, and provided that Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, and either (a) the repairs cannot, in the reasonable opinion of Landlord’s contractor, be completed within two hundred seventy (270) days after being commenced, or (b) the damage occurs during the last twelve months of the Lease Term and will reasonably require in excess of ninety (90) days to repair, Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date such notice is given by Tenant.
Tenant’s Obligation to Reimburse The cost of the insurance premiums -------------------------------- carried pursuant to paragraph 9.2 shall be paid by Tenant within ten (10) days after written request therefor from Landlord. Tenant shall also be liable for the "deductibles" with respect to any loss or losses covered by insurance carried by Landlord pursuant to paragraph 9.2 of this Lease, provided that the aggregate amount of such "deductibles" per casualty does not exceed an amount equal to Ten Percent (10%) of the replacement cost of the Improvements ("Tenant's Share of Deductibles"). If the deductibles are greater than the amount equal to Tenant's Share of Deductibles and Tenant refuses to pay such excess amount, Landlord may (i) terminate this Lease or (ii) keep the Lease is full force and effect and pay such excess amount at its sole cost and expense, without any right of reimbursement from Tenant. If the "deductibles" are less than or equal to Tenant's Share of Deductibles or if Landlord does not elect to terminate this Lease, Tenant shall pay Tenant's Share of Deductibles to Landlord as follows: (i) an amount equal to one (1) month's Monthly Base Rent shall be paid to Landlord within ten (10) days after Tenant receives written notice from Landlord of the total deductible due and owing; and (ii) the rest of "deductibles" owed by Tenant (not to exceed ten percent (10%) of the replacement cost of the Improvements minus an amount equal to one (1) month's Base Monthly Rent) shall be amortized in accordance with Paragraph 5.4 of this Lease.
Landlord's Obligation Except as hereinafter provided in this Section 11.2 Landlord shall not be required to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis points.
Condition of Leased Premises Tenant hereby acknowledges that Xxxxxx has examined the leased premises prior to the signing of this Lease, or knowingly waived said examination. Tenant acknowledges that Tenant has not relied on any representations made by Landlord or Landlord’s agents regarding the condition of the leased premises and that Tenant takes premises in its AS-IS condition with no express or implied warranties or representations beyond those contained herein or required by applicable Georgia law. Xxxxxx agrees not to damage the premises through any act or omission, and to be responsible for any damages sustained through the acts or omissions of Tenant, Xxxxxx’s family or Xxxxxx’s invitees, licensees, and/or guests. If such damages are incurred, Tenant is required to pay for any resulting repairs at the same time and in addition to the next month’s rent payment, with consequences for non-payment identical to those for non- payment of rent described herein. At the expiration or termination of the Lease, Tenant shall return the leased premises in as good condition as when taken by Tenant at the commencement of the lease, with only normal wear-and-tear excepted. Modification Of This Lease Any modification of this lease shall not be binding upon Landlord unless in writing and signed by Landlord or Landlord’s authorized agent. No oral representation shall be effective to modify this Lease. If, as per the terms of this paragraph, any provision of this lease is newly added, modified, or stricken out, the remainder of this Lease shall remain in full force and effect.
ABATEMENT OF RENT; LESSEE'S REMEDIES (a) In the event of (i) Premises Partial Damage or (ii) Hazardous Substance Condition for which Lessee is not legally responsible, the Base Rent, Common Area Operating Expenses and other charges, if any, payable by Lessee hereunder for the period during which such damage or condition, its repair, remediation or restoration continues, shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not in excess of proceeds from insurance required to be carried under Paragraph 8.3(b). Except for abatement of Base Rent, Common Area Operating Expenses and other charges, if any, as aforesaid, all other obligations of Lessee hereunder shall be performed by Lessee, and Lessee shall have no claim against Lessor for any damage suffered by reason of any such damage, destruction, repair, remediation or restoration.
TENANT'S USE OF PREMISES Tenant agrees that the Premises shall be used and occupied only for the Permitted Uses specified in the Basic Provisions, and for no other use. Tenant shall not use or permit the Premises to be used for any other purpose or purposes or under any other trade name whatsoever without the prior written consent of Landlord, which consent may be withheld or granted at Landlord’s sole and absolute discretion. Tenant’s use of the Premises shall be in compliance with and subject to all applicable governmental laws, ordinances, statutes, orders and regulations and any CC&R’s (including payments thereunder, if any) or any supplement thereto recorded in any official or public records with respect to the Project or any portion thereof. In the event Landlord desires to record CC&R’s against the Project after the date of full execution of this Lease, Landlord shall, at its option, either (i) obtain Tenant’s consent thereto, which consent shall not be unreasonably withheld (provided Tenant’s material rights and obligations under the Lease are not impaired, but provided that any provisions of such CC&R’s which require Tenant to pay reasonable assessments such as for common area maintenance and landscaping shall not be deemed to impair Tenant’s material rights and obligations under this Lease), conditioned or delayed or (ii) elect not to obtain Tenant’s consent thereto, in which event the provisions of this Lease shall prevail over any conflicting provisions of the CC&R’s. Tenant further covenants and agrees that it will not use or suffer or permit any person or persons to use the Premises or any part thereof for conducting therein a second-hand store, auction, distress or fire sale or bankruptcy or going-out-of- business sale, or for any use or purpose in violation of the laws of the United States of America or the laws, ordinances, regulations and requirements of the State, County and City wherein the Premises are situated, including in violation of any of the permitted use restrictions outlined in Exhibit N. Tenant, at Tenant’s sole cost and expense, shall comply with the rules and regulations attached hereto as Attachment 1, together with such additional rules and regulations as Landlord may from time to time prescribe. Tenant shall not commit waste; overload the floors or structure of the Building in which the Premises are located; subject the Premises, the Building, the Common Area or the Project to any use which would damage the same or increase the risk of loss or violate any insurance coverage; permit any unreasonable odors, smoke, dust, gas, substances, noise or vibrations to emanate from the Premises, take any action which would constitute a nuisance or would disturb, obstruct or endanger any other tenants, take any action which would abrogate any warranties; or use or allow the Premises to be used for any unlawful purpose. Tenant shall promptly comply with the reasonable require- Landlord’s Initials CZ Tenant’s Initials HZ ments of any board of fire insurance underwriters or other similar body now or hereafter constituted. Tenant shall not do any act which shall in any way encumber the title of Landlord in and to the Premises, the Building or the Project. Tenant further covenants and agrees that during the term hereof the Premises, and every part thereof, shall be kept by Tenant in a first-class, clean and wholesome condition, free of any objectionable noises, odors or nuisances, and that all fire, safety, health and police regulations shall, in all respects and at all times, be fully complied with by Tenant.
Condition of the Leased Property Lessee acknowledges receipt and delivery of possession of the Leased Property. Lessee has examined and otherwise has knowledge of the condition of the Leased Property and has found the same to be satisfactory for its purposes hereunder. Lessee is leasing the Leased Property “as is” in its present condition. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. Provided, however, to the extent permitted by law, Lessor hereby assigns to Lessee all of Lessor’s rights to proceed against any predecessor in title (other than any Affiliate of Lessee, which conveyed the Property to Lessor) for breaches of warranties or representations or for latent defects in the Leased Property. Lessor shall fully cooperate with Lessee in the prosecution of any such claim, in Lessor’s or Lessee’s name, all at Lessee’s sole cost and expense. Lessee hereby agrees to indemnify, defend and hold harmless Lessor from and against any claims, obligations and liabilities against or incurred by Lessor in connection with such cooperation.
Sale of Premises by Landlord In the event of any sale of the Building, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease.
