Capital Account Restoration No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable year of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.
Payment for Improvements If payment is made directly to contractors, Tenant shall (i) comply with Landlord's requirements for final lien releases and waivers in connection with Tenant's payment for work to contractors, and (ii) sign Landlord's standard contractor's rules and regulations. If Tenant orders any work directly from Landlord, Tenant shall pay to Landlord an amount equal to five percent of the cost of such work to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord's involvement with such work. If Tenant does not order any work directly from Landlord, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord's review of such work.
Allocation of Relative Fault Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.
LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs, improvements or additions to the Premises or to the Building, as Lessor may reasonably deem necessary. Lessor may at any time place on or about the Premises or Building any ordinary "For Sale" signs and Lessor may at any time during the last one hundred eighty (180) days of the term hereof place on or about the Premises any ordinary "For Lease" signs. All such activities of Lessor shall be without abatement of rent or liability to Lessee.
Additional Improvements Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Industrial Center by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.1 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request.
Timing of Reimbursements and In-kind Benefits If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.
Ameliorative Allocations Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.
Sole and Absolute Discretion; Cooperation (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.
Construction Period During the construction period, Redeveloper agrees to keep the construction area, including completed operations insured against loss or damage by fire, and such other risks, casualties, and hazards as are customarily covered by builders’ risk or extended coverage policies in an amount not less than the replacement value but allowing for reasonable coinsurance clauses and deductibles. In the event of any insured damage or destruction, Redeveloper agrees to use its good faith efforts to commence restoration of the Private Improvements to its prior condition within nine (9) months from the date of the damage or destruction, and shall diligently pursue the same to completion.
Initial Improvements It is currently contemplated that Tenant will construct prior to September 1, 2003, at Tenant's sole cost and expense, one or more Buildings, and all on and off site work, including landscaping (collectively referred to as "Initial Improvements"). The Initial Improvements, if constructed, shall in all events comply with the requirements of the PCP Permit ultimately issued by the City of Mountain View ("PCP"). Landlord hereby approves, subject to the terms and conditions of this Lease, Tenant's construction of the Initial Improvements so long as the exterior components thereof are generally in conformity with the PCP as such PCP is ultimately issued by the City of Mountain View. If Tenant desires to make any material changes to the exterior design of the Initial Improvements, then prior to submitting any application for amendment of the PCP to the City of Mountain View, Tenant shall deliver such proposed amendment to Landlord for Landlord's review and approval, which approval will not be unreasonably withheld or delayed. Any such disapproval must be in writing stating with particularity the reasons for such disapproval and the actions Tenant may take to modify such proposal in a manner that Landlord would approve. Landlord's failure to deliver such written disapproval within five (5) business days after Tenant has delivered such request for approval to Landlord shall be deemed Landlord's approval of such proposed amendment to the PCP. Landlord shall cooperate with Tenant as reasonably requested by Tenant with respect to any required governmental approvals, including, without limitation, any application for amendment of the PCP, in connection with the Initial Improvements, including the signing of any reasonable applications or requests which are required to be signed by the owner of the Project in order to obtain required approvals, provided that Landlord shall not be required to incur any costs or expenses or liability in connection therewith. Without limiting Landlord's discretion concerning its approval rights as to any amendments to the PCP that Tenant may reasonably request, the parties agree that (i) Tenant shall not, without Landlord's prior written consent, design or seek governmental approvals to construct more than 120,000 square feet of floor area (calculated as square footage is calculated by the City of Mountain View pursuant to the City of Mountain View Shoreline West Precise Plan) within the Initial Improvements, and (ii) the general design of the Initial Improvements shall be reasonably compatible, as reasonably determined by Landlord, with the design of the buildings to be constructed on the 13.48 acre parcel of property located on the opposite side of Amphitheater Parkway from the Project. Promptly following completion of the Initial Improvements, Tenant shall deliver to Landlord as built drawings thereof on original sepia drawn to 1/8" scale, prepared at Tenant's sole cost. Notwithstanding the foregoing, if Tenant fails to substantially complete construction of the Initial Improvements on or before September 1, 2003, then Landlord may, by written notice to Tenant delivered at any time after such date and prior to substantial completion of the Initial Improvements, elect to terminate this Lease, which termination shall be effective ninety (90) days following the date of delivery of such written notice to Tenant. Notwithstanding the foregoing, (i) if Tenant substantially completes the construction of the Initial Improvements prior to the expiration of such ninety-day period, then such termination notice shall be deemed rescinded, and (ii) if Tenant delivers to Landlord an Exercise Notice of the Purchase Option to purchase the Premises as contemplated in Paragraph 34 of this Lease, prior to the expiration of such 90-day period, then such termination notice shall be deemed suspended until the date upon which the closing pursuant to the Purchase Option is scheduled to occur under the terms of this Lease. If Tenant thereafter fails to perform its obligations under the Purchase Option after Tenant's delivery of the Exercise Notice for any reason other than Landlord's failure to perform its obligations with respect to the Purchase Option, then the termination notice earlier delivered to Tenant by Landlord shall be deemed reinstated, effective as of the business day following the scheduled date for such closing which did not occur.