Common use of Tenant Self-Help Clause in Contracts

Tenant Self-Help. If Landlord is in default under the Lease as hereinabove described (but Tenant may exercise its rights under this paragraph without prior notice if such prior notice is not reasonably possible due to an emergency situation that threatens or interrupts Tenant’s use of the Premises or the Building), Tenant, in addition to pursuing any or all other remedies at law or in equity, also shall have the right, subject to the limitations set forth below, to take such commercially reasonable actions as Tenant deems necessary to cure Landlord's default (or to cure or repair an emergency situation described above) and, if Landlord fails to reimburse Tenant for the reasonable costs, fees and expenses incurred by Xxxxxx in taking such curative actions within thirty (30) days after demand therefor, accompanied by supporting evidence of the expenses incurred by Tenant, Tenant (i) shall have the right to set off such reimbursement from the Minimum Monthly Rent and other amounts payable by Tenant in accordance with the terms hereof, or (ii) may bring an action for damages against Landlord to recover such costs, fees and expenses, together with interest thereon at the Interest Rate, and reasonable attorney's fees incurred by Xxxxxx in bringing such action for damages. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date of the Contest Notice. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation. Notwithstanding the foregoing, in the event of an emergency, Tenant may exercise self-help rights to preserve property or prevent injury to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth above.

Tenant Self-Help. If Landlord is fails to perform or to commence and diligently pursue its repair and/or maintenance obligations under Section 8.1 or elsewhere in default under the this Lease as hereinabove described within thirty (but 30) days following notice from Tenant may exercise its rights under this paragraph without prior notice of same (or such shorter period of time if such prior notice is not reasonably possible due to an emergency situation exists that threatens prevents Tenant from accessing or interrupts Tenant’s use of otherwise using the Premises Tenant Space or the Buildingthat may result in injury to persons or actual damage to property), Tenant, in addition to pursuing any or all other remedies at law or in equity, also then Tenant shall have the right, subject to the limitations set forth belowbut shall not be obligated, to take perform all such commercially reasonable actions as repairs or maintenance (“Tenant deems necessary Self-Help”); provided, however, in any event where Tenant intends to cure Landlord's default exercise its rights contained herein with regard to equipment located outside of the Tenant Space, Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group from and against (or to cure or repair an emergency situation described above) and, if Landlord fails and to reimburse Landlord and the Landlord Group) any and all Claims arising directly from Tenant’s gross negligence or willful misconduct in the performance of Tenant for Self-Help in any portion of the reasonable costs, fees and expenses incurred Building or the Property by Xxxxxx in taking Tenant or any other Tenant Party or any person engaged by Tenant or any other Tenant Party to perform such curative actions Tenant Self-Help. Any amounts actually expended by Tenant to reasonably effect such repair and/or maintenance shall be reimbursed by Landlord to Tenant within thirty (30) days after receipt of Tenant’s written demand therefor. If Landlord, accompanied by supporting evidence within thirty (30) days of such written demand, neither reimburses such amount nor provides written notice to Tenant that Landlord disputes such amount or the expenses incurred by legal or factual basis for Tenant’s demand, then (and not otherwise) Tenant (i) shall have the right to set off offset such reimbursement from the Minimum Monthly Rent and other amounts payable by Tenant in accordance with the terms hereof, or (ii) may bring an action for damages amount against Landlord to recover such costs, fees and expenses, together with interest thereon at the Interest Rate, and reasonable attorney's fees incurred by Xxxxxx in bringing such action for damages. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto monthly Base Rent (a “ContestTenant’s Offset Right”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date of the Contest Notice. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation). Notwithstanding the foregoingforegoing and for the avoidance of doubt, the actual amount Tenant offsets pursuant to Tenant’s Offset Right shall be included in Common Operating Expenses, to the event of an emergency, Tenant may exercise self-help rights extent such costs would be included in Common Operating Expenses if Landlord had itself incurred the actual costs related to preserve property or prevent injury to persons provided, however, that XxxxxxTenant’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth aboveOffset Right.

Tenant Self-Help. If Landlord is in default under shall neglect or fail to perform or observe any of the Lease as hereinabove described (but Tenant may exercise its rights under this paragraph without prior notice terms, provisions, conditions or covenants herein contained and on Landlord's part to be performed or observed, and if such prior neglect or failure shall continue for a period of thirty (30) days after receipt by Landlord of written notice of such neglect or failure, or if more than thirty (30) days are required to cure such default (because of the nature of the default and of the necessary cure), and Landlord fails, within such thirty (30) day period to begin to cure the default or, having begun to cure such default within the thirty (30) day period, Landlord thereafter is not reasonably possible due diligently and continuously proceeding to an emergency situation that threatens or interrupts Tenant’s use of cure the Premises or the Building)default to completion, Tenant, in addition to pursuing any or all other remedies at law or in equity, also Tenant shall have the right, subject right to the limitations set forth below, to take such commercially reasonable actions as Tenant deems necessary exercise self-help in order to cure Landlord's default (or to cure or repair an emergency situation described above) and, if such default. Landlord fails to shall reimburse Tenant for the reasonable costscost of such cure, fees and expenses incurred by Xxxxxx in taking such curative actions within thirty (30) days after demand therefor, accompanied by supporting evidence following Landlord's receipt of fully executed mechanics' lien waivers and bills marked "paid". In the expenses incurred by Tenant, Tenant (i) shall have the right to set off such reimbursement from the Minimum Monthly Rent and other amounts payable by event that Landlord does not reimburse Tenant in accordance with the terms hereofand provisions of the preceding sentence, or (ii) may bring an action for damages against interest shall accrue, from the date of Tenant's presentation to Landlord to recover of such costsfully executed mechanics' lien waivers and receipted bills, fees and expenses, together with interest thereon at the Interest Rate, and reasonable attorney's fees incurred by Xxxxxx in bringing such action for damages. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period interest rate set forth in Section 3.2.1 of this Lease. The parties agree In the event that Landlord has not reimbursed Tenant within sixty (60) days following Tenant's presentation to try in good faith to settle the Contest by mediation in accordance with this paragraphLandlord of fully executed mechanics' lien waivers and receipted bills, and Tenant shall not exercise any self-help right pending such mediation process. Unless have the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date of the Contest Notice. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation. Notwithstanding the foregoing, in the event of an emergency, Tenant may exercise self-help rights to preserve property or prevent injury to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth abovededuct such reasonable costs of cure from payment(s) of Minimum Rent until such sum has been fully recouped.

Tenant Self-Help. If Landlord is in default under the Lease as hereinabove described (but Tenant may exercise its rights under this paragraph without prior provide Landlord written notice if such prior notice is not reasonably possible due to an emergency situation that threatens or interrupts Tenant’s use of the Premises or the Building), Tenant, in addition to pursuing any or all other remedies at law or in equity, also shall have the right, subject to the limitations set forth below, to take such commercially reasonable actions as Tenant deems necessary to cure Landlord's default (or to cure or repair an emergency situation described above) and, if Landlord fails to reimburse (i) comply with any of its repair and maintenance obligations under this Lease, or (ii) comply with its obligations to provide services under the terms of this Lease, both subject to Unavoidable Delay (as defined in the Work Agreement). Tenant's written notice shall specify the action required to be taken, demand that Landlord proceed with such action, and indicate that Tenant for may perform on Landlord's behalf if Landlord fails to timely respond. Landlord shall, within seven (7) days after receipt of such notice (or immediately after receipt of such notice if Landlord's failure to comply with its Lease obligations gives rise to an emergency), commence investigation of the reasonable costscause of the asserted problem. Landlord shall promptly commence such repair or replacement, fees or other action, and expenses incurred by Xxxxxx in taking such curative actions diligently pursue completion thereof. In the event that (x) Landlord fails to respond to Tenant's notice within the foregoing seven (7) day period, or (y) fails to promptly commence, diligently pursue and ultimately complete same within thirty (30) days after demand therefor, accompanied by supporting evidence of commencement (or such shorter or longer period of time as is commercially reasonable under the expenses incurred by Tenant, Tenant circumstances) any action set forth in clauses (i) and (ii) above, then, if the repair, replacement or other action required to be taken does not affect the structure of the Building and does not affect the mechanical, electrical, plumbing or other base building systems then, upon written notice to Landlord, Tenant shall have the right to set off effect such reimbursement from repair or replacement, or pursue such other action as may reasonably be necessary in order to correct the Minimum Monthly Rent condition; provided, however, in no event shall Landlord be liable for consequential or punitive damages. Landlord shall reimburse Tenant on demand for all of the reasonable costs and other amounts payable expenses incurred by Tenant in accordance connection with such foregoing remedial activities plus an administrative overhead charge equal to twenty percent (20%) of the terms hereofactual cost of repair. Any repair, replacement or (ii) may bring an action for damages against Landlord to recover such costsother work performed by Tenant shall be performed in a good and workmanlike manner and in strict compliance with any Federal, fees state, local and expensesmunicipal laws, together with interest thereon at the Interest Raterules, regulations and ordinances, and reasonable attorney's fees incurred shall be performed by Xxxxxx in bringing such action for damageslicensed and bonded contractors carrying customary insurance coverage, which insurance shall include Landlord as an additional insured. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such no payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures construed as a waiver of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date of the Contest Notice. Such mediation shall be conducted a default by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation. Notwithstanding the foregoing, in the event of an emergency, Tenant may exercise self-help rights to preserve property or prevent injury to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth aboveLandlord under this Section 14.7.

Tenant Self-Help. If Landlord is shall default in the performance or observance of any agreement or condition in this Lease contained on its part to be performed or observed, and if Landlord shall not cure such default under within ten (10) days after notice from Tenant specifying the Lease as hereinabove described default (but Tenant may exercise its rights under this paragraph without prior notice or, if such prior notice said default is not reasonably possible capable of cure within ten (10) days, shall not within said period commence to cure such default and thereafter prosecute the curing of such default to completion with due diligence), Tenant may at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to an emergency situation reimburse Tenant therefor or save Tenant harmless therefrom; provided that threatens or interrupts Tenant’s use Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord if the curing of such default prior to the expiration of said waiting period, is reasonably necessary to protect the Premises or the Building)Tenant's interest therein to prevent injury or damage to persons or property, Tenant, in addition to pursuing any or all other remedies at law or in equity, also shall have the right, subject to the limitations set forth below, to take such commercially reasonable actions as Tenant deems necessary to cure Landlord's default (or to cure or repair an emergency situation described above) and, if enable Tenant to conduct its business in the Premises. If Landlord fails shall fail to reimburse Tenant upon demand for any amount paid for the reasonable costsaccount of Landlord hereunder or for any other sum payable to Tenant pursuant to this Lease, fees and expenses incurred by Xxxxxx in taking such curative actions within thirty (30) days after demand therefor, accompanied by supporting evidence of the expenses incurred by Tenant, Tenant (i) shall have the right to set off such reimbursement from the Minimum Monthly Rent and other amounts payable by Tenant in accordance with the terms hereof, or (ii) may bring an action for damages against Landlord to recover such costs, fees and expenses, together with said amount plus interest thereon at an annual rate of 2% in excess of the Interest RatePrime Rate of Norwest Bank Minneapolis N.A., and reasonable attorney's fees incurred but in no event greater than the maximum legal rate of interest, from the date of demand upon Landlord for payment, may be deducted by Xxxxxx in bringing such action for damagesTenant from the next or any succeeding payments of Base Rent or any additional rent or other sum due hereunder. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date of the Contest Notice. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation. Notwithstanding the foregoing, in the event case of an emergency, Tenant notices required pursuant to this Article may exercise selfbe given orally, or in any other reasonably due and sufficient manner having regard to the emergency and the attending circumstances. If any such notice shall not be given in the manner described in Article 20 hereof, then, as soon thereafter as may be practicable, such notice shall be followed-help rights up by notice given in the manner described in said Article. The addresses provided in Article 20 for notices to preserve property or prevent injury a party may be changed by the party receiving, such notice by written notice to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth abovethe other party.

Tenant Self-Help. If If (i) Landlord is in default under the Lease as hereinabove described (but Tenant may exercise its rights under this paragraph without prior notice if such prior notice is not reasonably possible due fails to an emergency situation that threatens or interrupts commence any Landlord Repairs of a condition which materially and adversely affects Tenant’s use ability to conduct business in the Premises, and such failure continues for five (5) Business Days following Landlord’s receipt of written notice of such failure, or (ii) Landlord fails diligently to prosecute any Landlord Repairs of a condition which materially and adversely affects Tenant’s ability to conduct business in the Premises or and such failure continues for five (5) Business Days following Landlord’s receipt of written notice of such failure then Tenant, upon twenty-four (24) hours prior written notice (“Tenant’s Self-Help Notice”) delivered to Landlord (with an additional copy to the BuildingBuilding Office), Tenant, in addition to pursuing any or all other remedies at law or in equity, also shall have the rightright to perform such portion of the Landlord Repairs as may be necessary to remedy the material adverse effect on the conduct of Tenant’s business in the Premises that such condition shall have caused (“Tenant Self-Help”). Tenant’s Self-Help Notice shall identify with specificity the nature of the Landlord Repairs to be undertaken by Tenant, subject the contractor to be engaged by Tenant to make such repairs, and shall include a copy of any cost or bid proposal submitted to Tenant by such contractor (which contractor shall be duly licensed in the City of Chicago and insured in accordance with the provisions of Article 8). If Landlord, at any time prior to the limitations set forth belowcommencement of such Tenant Self-Help by Tenant or Tenant’s contractors, commences and diligently prosecutes the performance of such Landlord Repairs, Tenant shall have no right to take perform such commercially Landlord Repairs hereunder so long as Landlord is diligently prosecuting the same. Landlord shall reimburse the actual out-of-pocket reasonable actions as Tenant deems necessary to cure Landlord's default (or to cure or repair an emergency situation described above) and, if Landlord fails to reimburse Tenant for the reasonable costs, fees and expenses incurred by Xxxxxx in taking such curative actions costs of Tenant’s Self Help within thirty (30) days after demand thereforfollowing Tenant’s delivery of: (a) a written notice describing in reasonable detail the actions taken by Tenant, accompanied by supporting and (b) reasonably satisfactory evidence of the expenses incurred by Tenant, cost of such remedy. If Tenant undertakes any action pursuant to the preceding paragraph, (iiii) Tenant shall have (1) proceed in accordance with all applicable Laws; (2) retain to effect such actions only such reputable contractors and suppliers as are duly licensed in the right to set off such reimbursement from the Minimum Monthly Rent City of Chicago and other amounts payable by Tenant insured in accordance with the terms hereofprovisions of Article 8; (3) effect such repairs in a good and workmanlike and commercially reasonable manner; (4) use new or like new materials; and (5) take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Property, or and (iiiv) may bring an action for damages against Landlord to recover such costs, fees and expenses, together with interest thereon at the Interest Rate, and reasonable attorney's fees incurred by Xxxxxx in bringing such action for damages. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effectreimburse Landlord for, and shall be concluded no later than five (5) business days after indemnify and hold harmless the date Landlord Protected Parties against any claims arising from, any damage to person or property resulting from the exercise by Tenant of the Contest NoticeTenant Self-Help. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other Tenant’s obligation to reimburse Landlord for costs incurred by it in connection with Landlord for damage to property shall be limited to the mediation. Notwithstanding amount by which such damages exceed the foregoing, in amount of any insurance proceeds which Landlord collected (or would have collected if Landlord (a) had maintained the event insurance required by this Lease; (b) had timely filed a claim thereunder; or (c) had not been prevented from recovering on such claim by reason of an emergency, Tenant may exercise self-help rights the insurer being insolvent or otherwise financially unable to preserve property or prevent injury to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth aboveperform its obligations under the policy.).

Tenant Self-Help. If Landlord is shall default in default under the performance or observance of any agreement or condition in this Lease as hereinabove described (but Tenant may exercise contained on its rights under this paragraph without prior notice if such prior notice is not reasonably possible due part to an emergency situation that threatens be performed or interrupts Tenant’s use of the Premises or the Building)observed, Tenant, in addition to pursuing any or all other remedies at law or in equity, also shall have the right, subject to the limitations set forth below, to take such commercially reasonable actions as Tenant deems necessary to cure Landlord's default (or to cure or repair an emergency situation described above) and, and if Landlord fails to reimburse Tenant for the reasonable costs, fees and expenses incurred by Xxxxxx in taking shall not cure such curative actions default within thirty (30) days after demand therefornotice from Tenant specifying the default (or, accompanied by supporting evidence if said default is not reasonably capable of cure within thirty (30) days, shall not within said period commence to cure such default and thereafter prosecute the expenses incurred by Tenantcuring of such default to completion with due diligence), Tenant (i) shall have may at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the right to set off such reimbursement from the Minimum Monthly Rent account of Landlord, and other amounts payable any amount paid or any contractual liability incurred by Tenant in accordance with so doing shall be deemed paid or incurred for the terms hereofaccount of Landlord, and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom; provided that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord if the curing of such default prior to the expiration of said waiting period, is reasonably necessary to protect the Premises or Tenant’s interest therein to prevent injury or damage to persons or property, or (ii) to enable Tenant to conduct its business in the Premises. If Landlord shall fail to reimburse Tenant upon demand for any amount paid for the account of Landlord hereunder or for any other sum payable to Tenant pursuant to this Lease, said amount plus interest of 12% thereon, but in no event greater than the maximum legal rate of interest, from the date of demand upon Landlord for payment, may bring an action for damages against Landlord to recover such costs, fees and expenses, together with interest thereon at be deducted by Tenant from the Interest Rate, and reasonable attorney's fees incurred by Xxxxxx in bringing such action for damagesnext or any succeeding payments of Base Rent or any additional rent or other sum due hereunder. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date of the Contest Notice. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation. Notwithstanding the foregoing, in the event case of an emergency, Tenant notices required pursuant to this Article may exercise selfbe given orally, or in any other reasonably due and sufficient manner having regard to the emergency and the attending circumstances. If any such notice shall not be given in the manner described in Article 20 hereof, then, as soon thereafter as may be practicable, such notice shall be followed-help rights up by notice given in the manner described in said Article. The addresses provided in Article 20 for notices to preserve property or prevent injury a party may be changed by the party receiving such notice by written notice to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth abovethe other party.