Common use of Right to Repair Clause in Contracts

Right to Repair. Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building Systems) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to undertake and prosecute to completion such repair or maintenance within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than twenty-one (21) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) days’ notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice shall not be required in the event of an emergency), and if such action was required under the terms of this Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable costs and expenses in taking such action plus interest thereon at the Contract Rate. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably detailed itemization of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord. If Tenant prevails in the litigation, Tenant shall be entitled to reimbursement of its attorney’s fees and court costs, together with interest at the Contract Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ fees and related costs), if not paid by Landlord promptly following such award, may be deducted by Tenant from the rents next due and owing under this Lease.

Right to Repair. Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building Systems) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to undertake and prosecute to completion such repair or maintenance within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than twenty-one (21) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) days’ ' notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice shall not be required in the event of an emergency), and if such action was required under the terms of this Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s 's reasonable costs and expenses in taking such action plus interest thereon at the Contract Rate. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably detailed itemization of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s 's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s 's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s 's sole remedy, Tenant may proceed to claim a default by Landlord. If Tenant prevails in the litigation, Tenant shall be entitled to reimbursement of its attorney’s fees and court costs, together with interest at the Contract Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ ' fees and related costs), if not paid by Landlord promptly following such award, may be deducted by Tenant from the rents next due and owing under this Lease.

Right to Repair. Notwithstanding any provision set forth in this --------------- Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building Systems) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenancemaintenance and which, in Tenant's reasonable judgment, constitutes an emergency, and Landlord fails to undertake and prosecute to completion provide such repair or maintenance action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than twenty-one (21) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days’ ' notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice neither of the notices shall not be required in the event of an emergency which threatens life or where there is imminent danger to property and provided, further, that Tenant shall use its good faith efforts to take only those actions which, in Tenant's reasonable judgment, are required to resolve the emergency), and if such action was required under the terms of this the Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s 's reasonable costs and expenses in taking such action plus interest thereon at the Contract RateInterest Rate as defined in Section 3.8. In the event Tenant takes such action, and such work will affect the Building Structure and/or the Building Systems, Tenant shall use only those contractors used by Landlord in the Building for work on such Building Structure or Building Systems unless such contractors are unwilling or unable to perform; or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably detailed itemization particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant under this the Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s 's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s 's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s 's sole remedy, Tenant may proceed to claim a default by LandlordLandlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Article 4, and whose costs shall be paid for by the losing party, unless it is not clear that there is a "losing party", in which event the costs of arbitration shall be shared equally. If Tenant prevails in the litigationarbitration, Tenant the amount of the award which shall be entitled to reimbursement of its attorney’s fees and court costs, together with include interest at the Contract Interest Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ ' fees and related costs), if not paid by Landlord promptly following such award, ) may be deducted by Tenant from the rents next due and owing under this the Lease.

Right to Repair. Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building SystemsSystems and/or anything that could cause material disruption to Tenant’s business) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to undertake and prosecute to completion provide such repair or maintenance action within a reasonable period of time, given the circumstances, after the receipt then Tenant may further notify Landlord of its intent to conduct repairs. If Landlord does not thereafter commence such notice, but in any event not later than twenty-one repair actions within seven (217) business days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten three (103) business days’ notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice neither of the notices shall not be required in the event of an emergencyemergency which could threaten safety or where there is imminent danger to property or a possibility that a failure to take immediate action could cause a material disruption in Tenant’s normal and customary business activities), and if such action was required under the terms of this the Lease to be taken by Landlord and was not taken by Landlord within such ten time frames described above (10) day periodunless such notice was not required as provided above), then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable out-of-pocket costs and expenses under the circumstances in taking such action plus interest thereon at the Contract RateInterest Rate as defined in General Condition O below from the date of Tenant’s payment of such third party costs until the date reimbursed by Landlord plus Rent Abatement to the extent Tenant would have otherwise been entitled to Rent Abatement pursuant to General Condition F. For purposes of this provision, Landlord shall be deemed to have commenced repairs when it has filed applications (if required) for such work with the appropriate governmental authorities. FurthermoreLandlord agrees that Tenant will have access to the Building, if Building Systems, Building Structure, Premises and Site to the extent necessary to perform the work contemplated by this provision. In the event Tenant takes such action, and such work will affect the Building Structure and/or the Building Systems, Tenant shall use only those contractors used or approved by Landlord does not deliver a detailed in the Building for work on such Building Structure or Building Systems, unless such contractors are unwilling or unable to promptly perform such work, in which event Tenant may utilize the services of any other qualified contractor (with Landlord’s written objection to Tenant consent) which normally and regularly performs similar work in Comparable Buildings. Landlord shall, within thirty (30) days after receipt of an invoice by Tenant of written request therefor from Tenant, with all supporting invoices for its costs Costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably detailed itemization particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then reimburse Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth for such costs in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord. Landlord and, if elected by either Landlord or Tenant, the matter shall proceed to resolution by arbitration pursuant to the procedures set forth in General Condition G. If Tenant prevails in arbitration, the litigation, Tenant amount of the award which shall be entitled to reimbursement of its attorney’s fees and court costs, together with include interest at the Contract Interest Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ fees and related costs), if not paid ) shall be reimbursed by Landlord promptly following to Tenant within ten (10) business days after the award becomes final. If such award, may be deducted payment is not received by Tenant from Landlord, Tenant may deduct such amounts, together with interest at the rents Interest Rate, from the Rents next due and owing under this the Lease. Tenant hereby waives the provisions of California Civil Code §§ 1932(1), 1941 and 1942.

Right to Repair. Sublessee shall have the right (but not the obligation) to fulfill Sublessor’s obligations with respect to the maintenance and repair of the Subleased Premises and the Project(and Sublessee shall have access to utility systems and elements outside the Subleased Premises which service the Subleased Premises in order to do so) in the event Sublessor fails to do same under this Sublease and/or under the Prime Lease and after the expiration of appropriate notice from Sublessee and Sublessor’s failure to cure same within thirty (30) days. In such event, Sublessee shall have the right to deduct its actual cost so incurred from the next monthly installment(s) of Base Rent and Additional Rent due. Notwithstanding any provision set forth in this Sublease or the Prime Lease to the contrary, if Tenant Sublessee provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building Systems, the Parking Facilities and/or anything that could cause material disruption to Sublessee’s business) to Landlord Sublessor of an event or circumstance which requires the action of Landlord Sublessor with respect to repair and/or maintenance, and Landlord Sublessor fails to undertake and prosecute to completion provide such repair or maintenance action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than twenty-one seven (217) days after receipt of such notice, then Tenant Sublessee may proceed to take the required action upon delivery of an additional ten three (103) business days’ notice to Landlord Sublessor specifying that Tenant Sublessee is taking such required action (provided, however, that such additional notice neither of the notices shall not be required in the event of an emergencyemergency which threatens life or where there is imminent danger to property or a possibility that a failure to take immediate action could cause a material disruption in Sublessee’s normal and customary business activities), and if such action was required under the terms of this Lease Sublease to be taken by Landlord Sublessor and was not taken by Landlord Sublessor within such ten (10) day periodperiod (unless such notice was not required as provided above), then Tenant Sublessee shall be entitled to prompt reimbursement by Landlord Sublessor of TenantSublessee’s reasonable costs and expenses in taking such action on a commercially reasonable basis plus interest thereon at the Contract Rate. Furthermore, if Landlord does not deliver a detailed written objection rate of ten percent (10%) plus rent abatement to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should the extent Sublessee would have otherwise been taken by Landlord, and if such invoice from Tenant sets forth a reasonably detailed itemization of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant rent abatement under the Sublease. Notwithstanding anything to the contrary in this Lease, if Sublessee has not received payment of any sums due from Sublessor as of the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty end of the thirtieth (3030th) days after day following Sublessor’s receipt of Tenanta statement or notice thereof, Sublessee shall have the right to offset said sums against each month’s invoice, a written objection payment of Rent due under this Sublease until the total amount of such sums due to Sublessee has been recaptured by Sublessee through such offset. Sublessor agrees that Sublessee will have access to the payment Subleased Premises, the Building Systems and Building Structure and the other portions of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant the Project to the terms of extent necessary to perform the work contemplated by this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord. If Tenant prevails in the litigation, Tenant shall be entitled to reimbursement of its attorney’s fees and court costs, together with interest at the Contract Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ fees and related costs), if not paid by Landlord promptly following such award, may be deducted by Tenant from the rents next due and owing under this Leaseprovision.