Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a “Default of Tenant”) shall happen: (i) Tenant shall fail to pay the Basic Rent or Additional Rent hereunder when due and such failure shall continue for seven (7) days after written notice to Tenant from Landlord; or (ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or (iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or (iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or (v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or (vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or (viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided. (b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):
Appears in 1 contract
Tenant’s Default. (a) If at any time subsequent to In the date of this Lease any one or more of the following events (each a “Default of Tenant”) shall happen:
(i) event Tenant shall fail to pay the Basic Rent or Additional Rent hereunder when due and such failure shall continue for seven (7) days after written notice to Tenant from Landlord; or
(ii) Tenant or shall fail to timely bond off perform any of its other obligations under the Lease, after notice of such default shall have been given as provided below (an "EVENT OF DEFAULT BY TENANT"), Landlord may elect, without waiver of any other rights or discharge a lien remedies available to Landlord, to either: (a) re-enter the Leased Premises by summary or similar proceedings and re-let the Leased Premises, using reasonable efforts therefor, or (b) to terminate this Lease and obtain possession of the Leased Premises. In addition to, and not in accordance lieu of, the foregoing remedies, Landlord may at any time, but shall not be obligated to, cure any default of Tenant, and in such event, all reasonable, out-of-pocket costs incurred by Landlord shall be paid to Landlord by Tenant. In the event Landlord elects to re-enter the Leased Premises, Landlord may, but shall not be obligated to, make such alterations and repairs as may be necessary in order to relet the Leased Premises, and relet the Leased Premises or any part thereof for such term or terms (which may extend beyond the Term of this Lease) and at such rental and upon such other terms and conditions as Landlord in its reasonable discretion may deem advisable. Upon each such reletting all rentals and other sums received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and attorneys' fees as well as costs associated with Section 7.4 hereinany necessary repairs; or
(iii) third, to the payment of Rent and other charges due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If such rentals and other sums received from such reletting during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall fail pay such deficiency to timely deliver an estoppel certificate in accordance with Section 15.1(a) Landlord on the Rent payment date provided herein; or
(iv) Tenant . Landlord shall neglect or fail use reasonable efforts to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed mitigate damages by reletting. If such rentals and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; providedsums are more, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have no right to the excess. If Landlord shall elect to terminate this Lease, Landlord shall be entitled to recover from Tenant all costs incurred by Landlord by reason of Tenant's default, including, without limitation, all costs incurred to relet the Leased Premises, together with all Rent due to the date of termination, plus an additional amount equal to the then-present value (as calculated by Landlord in the reasonable exercise of its real estate business judgment) of the excess of the Rent reserved in this Lease for the remainder of the Term over the fair market value of the Leased Premises for the remainder of the Term. Landlord shall not exercise remedies for default hereunder on the part of Tenant until 5 days after Tenant's receipt of written notice of any monetary default, provided that such notice shall not be required to be given by Landlord more than twice in any 12-month period, not to exceed ninety (90) and 30 days after the Tenant's receipt of written notice described in this subsection (iv)of any non-monetary default, and Tenant within such time shall have failed to remedy same, so long as Tenant promptly commences (and in such default. If any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition default by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):except monetary
Appears in 1 contract
Samples: Land and Building Lease Agreement (Aerobic Creations, Inc.)
Tenant’s Default. Tenant shall be in default under this Lease in the event that Tenant (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a “Default of Tenant”) shall happen:
(i) Tenant shall fail to pay the make any payment of money (including, without limitation, Basic Rent or Additional Rent and Escalation Charge) when it is due hereunder when due and such failure shall continue for seven five (75) days after written notice from Landlord to Tenant from Landlord; or
Tenant, or (iib) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed obligation under this Lease and Tenant shall fail to remedy the same within thirty (30) days after notice from Landlord to Tenant specifying such failure or neglect or failure; (provided, however however, that if such failure or neglect is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then . Tenant shall have an such additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), period of time to remedy same, so long as the same if Tenant promptly commences (and in any event shall commence such remedy within such thirty (30) day period) period and prosecutes thereafter diligently and continuously prosecute such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter definedcompletion), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter definedc) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any commence reorganization, arrangementbankruptcy or insolvency proceedings of, compositionin case any such proceedings are brought against Tenant, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty if the same are not dismissed within thirty (6030) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties assignment shall be appointed without the consent or acquiescence made of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any Tenant's property of the events described benefit or creditors. If Tenant shall be in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations default under this Lease; then , Landlord shall have the all right and remedies as are available at law or in equity. Such rights and remedies shall include, without limitation, the right to evict Tenant, take exclusive possession of the Premises, continue to collect Basic Rent, Escalation Charges and other charges, terminate the Lease, obtain a judgement for all damages that might flow from a breach or termination of this Lease, re-let the Premises or any such case Landlord may terminate part thereof and make any repairs or alterations to the Premises. Without limiting the foregoing, in the event of any termination of this Lease as hereinafter provided.provided in this Section 21, Tenant shall pay the Basic Rent, Escalation Charges and all other sums payable hereunder up to the time of such termination, and in addition shall pay to Landlord as damages, at the election of Landlord, either:
(a.) The Basic Rent, Escalation Charges and all other sums which would have been payable hereunder if such termination has not occurred, at the times and in the manner thereof specified herein, less the net proceeds, if any, re-letting of the Premises, after deducting all expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorney' fees, advertising expense and alteration cost; OR
(b.) The amount by which at the time of the termination of this Lease (or at any time thereafter upon demand if Landlord shall initially elected damages under clause (a) above), the basic Rent, Escalation Charges and all other sum which would have been payable hereunder from the date of such termination of demand (assuming that, for the purpose of this clause (b) For purposes annual payment by Tenant on account of subsection (a)(vEscalation Charges would be the same as the payment required for the 12-month period immediately preceding the date of such termination or demand) abovefor what would have been the then remaining Term of this Lease if same had remained in effect, an “Event of Bankruptcy” means exceeds the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 then fair rental value of the Bankruptcy Code, and Premises for the term “Bankruptcy Code” means 11 U.S.C. §101, et seqsame period. If an Event Tenant shall pay Landlord's cost of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume enforcing this Lease, including without limitation, reasonable attorneys' fees and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):cost.
Appears in 1 contract
Samples: Lease Agreement (Cyberkinetics Neurotechnology Systems, Inc.)
Tenant’s Default. Each of the following shall be deemed a “Tenant’s Default” by Tenant hereunder and a material breach of this Lease:
(a) If at Tenant fails to make any time subsequent to the date payment of this Lease any one or more Base Rent for a period of the following events ten (each a “Default of Tenant”) shall happen:
(i) Tenant shall fail to pay the Basic Rent or Additional Rent hereunder when due and such failure shall continue for seven (710) days after delivery by Landlord of written notice to Tenant from Landlord; orthat any such payment is past due, or fails to make any payment of Additional Rent required to be paid by Tenant for a period of thirty (30) days after delivery by Landlord of written notice to Tenant that any such payment is past due.
(iib) If Tenant shall fail fails to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to keep, perform or observe any other covenant herein of the covenants, agreements, terms or provisions contained on Tenant’s part in this Lease that are to be kept or performed by Tenant other than with respect to payment of Rent or observed other liquidated sums of money and Tenant shall fail fails to commence and take such steps as are necessary to remedy the same within thirty (30) days after Tenant is given written notice to Tenant specifying such neglect or failure; the same, provided, however however, that if such failure is of such a nature that Tenant remedy cannot reasonably remedy the same within such be completed in thirty (30) day perioddays, then Tenant such period shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so be extended as long as Tenant promptly commences (proceeds diligently and in any event within with continuity to remedy the same, or for such thirty (30) day period) and prosecutes lesser time if such remedy to completion with diligence and continuity; orfailure constitutes an emergency or apparent emergency.
(vc) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make If an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any involuntary petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be is filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, bankruptcy or similar relief under any present or future Federal State or other statute, insolvency law or regulation and shall remain undismissed or unstayed for an aggregate under the reorganization provisions of sixty (60) days (whether or not consecutive), any law of like import or if any trusteea receiver of Tenant, conservator, receiver or liquidator of Tenant or of all or any substantial part substantially all of its properties shall be the property of Tenant is appointed without the consent or acquiescence of Tenant acquiescence, and such petition or appointment shall remain unvacated is not discharged or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following stayed within sixty (60) days after the date happening of such event.
(d) If Tenant makes an assignment of its property for the filing benefit of creditors or files a voluntary petition under any bankruptcy or insolvency law. or seeks relief under any other law for the voluntary petition, or the entry benefit of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):debtors.
Appears in 1 contract
Samples: Ground Lease (Voltari Corp)
Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “"Default of Tenant”") shall happen:
(i) Tenant shall fail to pay the Basic Rent Rent, Escalation Charges or Additional Rent other sums payable as additional charges hereunder when due and such failure shall continue for seven within five (75) days after written notice to Tenant from Landlordthe date when due; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed observed, or Tenant shall desert or abandon the Premises or the Premises shall become, or appear to have become vacant (regardless of whether the keys shall have been surrendered or the rent and all other sums due shall have been paid) and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity, provided, however, in no event shall such cure period exceed ninety (90) days unless Tenant is diligently and continuously prosecuting such remedy to completion within said ninety (90) day period; further, provided, however, if Tenant vacates all or any portion of the Premises, Tenant's vacancy shall not constitute a default hereunder provided that Tenant shall continue to pay Basic Rent, Escalation Charges and other sums payable as additional charges hereunder when due; or; or
(viii) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiiv) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ixvi) The occurrence of any If an event of the events type described in subsections clauses (a)(vi)-(a)(viiii) with respect or (ii) above shall occur and if either (a) Tenant shall cure such default within the applicable grace period or (b) Landlord shall, in its sole discretion , permit Tenant to cure such default after the applicable grace period has expired, and an event which would constitute a similar default if not cured within the applicable grace period shall occur (without regard to any guarantor of all notice or any portions of Tenant’s obligations under this Leaseopportunity to cure) more than once within the next 365 days, whether or not such event is cured within the applicable grace period; then in any such case (1) if such Default of Tenant shall occur prior to the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate, and (2) if such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, and thereupon this Lease shall come to an end as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For If this Lease shall be terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.
(c) In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any reletting of the Premises, after deducting all expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated.
(d) At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, at Landlord's election Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic Rent, Escalation Charges and other sums as hereinbefore provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of subsection this paragraph, annual payments by Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what would be the then unexpired Term of this Lease if the same had remained in effect, over the then fair net rental value of the Premises for the same period.
(a)(ve) aboveIn the case of any Default of Tenant, re-entry, expiration and dispossession by summary proceeding or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.
(f) Tenant further agrees that Landlord may file suit from time to time to recover any sums due under the terms of this Lease and that no recovery of any portion due Landlord hereunder shall be a defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. Reletting the Premises shall not be construed as an “Event election on the part of Bankruptcy” means Landlord to terminate this Lease, and notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach, whereupon the filing of a voluntary petition foregoing provisions with respect to termination shall apply. Nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the Term hereof would have expired by limitation had there been no such default by Tenant, or no such termination, as the entry case may be.
(g) If a Guarantor of an order for relief against Tenantthis Lease is named in Section 1.2, under Chapter 7, 11, or 13 the happening of any of the Bankruptcy Codeevents described in paragraphs (a)(iv) or (a)(v) of this Section 13.1 with respect to the Guarantor shall constitute a Default of Tenant hereunder.
(h) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled to lawfully, and Landlord may invoke any remedy (including the term “Bankruptcy Code” means 11 U.S.C. §101remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.
(i) All costs and expenses incurred by or on behalf of Landlord (including, et seq. If an Event without limitation, attorneys' fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Bankruptcy occurs, then the trustee of Tenant shall be paid by Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):.
Appears in 1 contract
Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a herein sometimes called an “Default Event of TenantDefault”) shall happenoccur:
(i) Tenant shall fail to pay the Basic fixed rent, Additional Rent or Additional Rent hereunder when other charges for which provision is made herein on or before the date on which the same become due and such failure shall continue payable, and the same continues for seven five (75) days after written notice to Tenant from LandlordLandlord thereof; or
(ii) Landlord having rightfully given the notice specified in subdivision (a) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to timely bond off pay the fixed rent, Additional Rent or discharge a lien in accordance with Section 7.4 hereinother charges on or before the date on which the same become due and payable; or
(iii) Tenant shall fail to timely deliver an estoppel certificate assign its interest in accordance with this Lease or sublet any portion of the Premises in violation of the requirements of Section 15.1(a) herein5.6 through 5.6.5 of this Lease; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty ninety (6090) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty ninety (6090) days (whether or not consecutive); or
(ix) The occurrence of then, and in any of said cases (notwithstanding any license of a former breach of covenant or waiver of the events described benefit hereof or consent in subsections (a)(vi)-(a)(viii) with respect to a former instance), Landlord lawfully may, immediately or at any guarantor of all time thereafter, and without demand or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may further notice terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For purposes If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of subsection notice of intention to re-enter or to institute legal proceedings to that end.
(a)(vc) above, an “Event In the event that this Lease is terminated under any of Bankruptcy” means the filing provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of a voluntary petition by any obligation of Tenant, Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the entry Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of an order the Term, and for relief the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant, ’s obligations as of each day when a payment would fall due under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign itonly the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only if it does the following within sixty (60) days against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms.
(i) At any time after such termination and whether or not Landlord shall have collected any damages as aforesaid, as liquidated final damages and in lieu of all other damages beyond the date of notice from Landlord to Tenant, at Landlord’s election, Tenant shall pay to Landlord such a sum as at the time of the filing giving of such notice represents the amount of the voluntary petitionexcess, if any, of the total rent and other benefits which would have accrued to Landlord under this Lease from the date of such notice for what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for the balance of the Lease Term.
(ii) For the purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding paragraph, the total rent shall be computed by assuming that Tenant’s share of excess taxes, Tenant’s share of excess operating costs and Tenant’s share of excess electrical costs would be, for the balance of the unexpired Term from the date of such notice, the amount thereof (if any) for the immediately preceding annual period payable by Tenant to Landlord.
(e) In case of any Event of Default, re-entry, dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable or necessary to re-let the same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable or necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the entry event of Landlord obtaining possession of the order Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the Premises after the occurrence of an Event of Default by Tenant hereunder. Marketing of Tenant’s Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for relief the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the final and unappealable legal right to re-let the premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s sole judgment, will cause an unacceptable mix of uses in the Buildings, (iii) relet the Premises before leasing other vacant space in the Building or other vacant space in other buildings of Landlord or affiliates of Landlord in Lexington and Waltham, Massachusetts, (iv) lease the Premises for a rental less than the current fair market rental then prevailing for similar office space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s sole determination, sufficient financial resources or operating experience to operate the Premises in a first-class manner and to pay and perform the obligations of a tenant under such additional a lease.
(f) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as a court if specific remedies were not herein provided for. Further, nothing contained in this Lease shall limit or prejudice the right of competent jurisdiction Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.
(g) In lieu of any other damages or indemnity and in lieu of the recovery by Landlord of all sums payable under all the foregoing provisions of this Section 7.1, Landlord may grantelect to collect from Tenant, by notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Article VII or otherwise terminated by breach of any obligation of Tenant and before full recovery under such foregoing provisions, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of the Annual Fixed Rent and all Additional Rent payable for cause, upon a motion made within the original sixty-day period):twelve (12) months ended next prior to such termination plus the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time of such election plus any and all expenses which the Landlord may have incurred for and with respect of the collection of any of such rent.
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Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a herein sometimes called an “Default Event of TenantDefault”) shall happenoccur:
(i) Tenant shall fail to pay the Basic fixed rent, Additional Rent or Additional Rent hereunder when other charges for which provision is made herein on or before the date on which the same become due and such failure shall continue payable, and the same continues for seven five (75) business days after written notice from Landlord to Tenant from Landlordthereof; or
(ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to timely bond off pay the fixed rent, Additional Rent or discharge a lien in accordance with Section 7.4 hereinother charges on or before the date on which the same become due and payable; or
(iii) Tenant shall fail to timely deliver an estoppel certificate assign its interest in accordance with this Lease or sublet any portion of the Premises in violation of the requirements of Section 15.1(a) herein5.6 through 5.6.5 of this Lease; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
, or if any debtor in possession (ixwhether or not Tenant) The occurrence trustee, receiver or liquidator of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor Tenant or of all or any portions substantial part of Tenant’s obligations under this Lease; then its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive) then, and in any such case of said cases (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance). Landlord may lawfully may, immediately or at any time thereafter, and without demand or further notice terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For purposes If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of subsection notice of intention to re-enter or to institute legal proceedings to that end.
(a)(vc) above, an “Event In the event that this Lease is terminated under any of Bankruptcy” means the filing provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of a voluntary petition by any obligation of Tenant, Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the entry Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of an order the Term, and for relief the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out of pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant, ’s obligations as of each day when a payment would fall due under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign itonly the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only if it does the following within sixty (60) days against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the filing Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the voluntary petitionPremises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the entry Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building.
(d) (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time after such termination and whether or not Landlord shall have collected any damages as aforesaid, as liquidated final damages and in lieu of all other damages beyond the date of such notice. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any period prior to such notice and all expenses which Landlord may have incurred with respect to the collection of such damages, such a sum as at the time of the order giving of such notice represents the amount of the excess, if any, of the total rent and other benefits which would have accrued to Landlord under this Lease from the date of such notice for relief what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and above the then cash rental value (or such additional time as a court in advance) of competent jurisdiction may grant, the Premises for cause, upon a motion made within the original sixty-day period):balance of the Lease Term.
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Tenant’s Default. The following events shall be considered events of default by Tenant hereunder:
a. Tenant shall fail to pay any installments of rent hereby reserved and such failure shall continue for a period of ten (a10) If at days after written notice thereof to Tenant that such installment of rent is due pursuant hereto.
b. Tenant shall fail to comply with any time subsequent to the date term, provision or covenant of this Lease lease, other than the payment of rent, and shall not cure such failure within thirty (30) days after written notice thereof to Tenant; provided, however, if the reasonable time to cure such failure shall be longer than thirty (30) days, Tenant shall have as long as reasonably necessary to complete the same if it commences to cure within the thirty (30) day period and diligently continues thereafter to completion.
c. Tenant files a voluntary petition in bankruptcy.
d. A receiver or trustee shall be appointed for all or substantially all of Tenant's assets and such receiver or trustee has not been discharged within thirty (30) days. Upon the occurrence of any of such events of default, Landlord shall have the option to pursue any one or more of the following events (each a “Default of Tenant”) shall happenremedies without notice or demand whatsoever:
(ia) Terminate this lease, in which event Tenant shall fail immediately surrender the leased premises to Landlord, and if Tenant fails so to do, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent or rent for the remainder of the lease term, enter upon and take possession of the leased premises and expel or remove Tenant and any other person who may be occupying said premises or any part thereof, by all lawful means, without being liable for prosecution or any claim of damages therefor, except those resulting from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors; and Tenant agrees to pay to Landlord on demand the Basic Rent or Additional Rent hereunder when due amount of all loss and such failure shall continue for seven (7) days after written notice to Tenant from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if such failure is damage which Landlord may suffer by reason of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day periodtermination, then Tenant shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its whether through inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than relet the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, leased premises on satisfactory terms or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter providedotherwise.
(b) For purposes Enter upon and take possession of subsection the leased premises and expel or remove Tenant and any other person who may be occupying said premises or any part thereof, by all lawful means, without being liable for prosecution or any claim for damages therefor, except those resulting from the gross negligence or willful misconduct of Landlord or its employees, agents or contractors, and relet the leased premises and receive the rent therefor; and Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting.
(a)(vc) aboveEnter upon the leased premises by all lawful means without being liable for prosecution or any claim for damages therefor, an “Event except those resulting from the gross negligence or willful misconduct of Bankruptcy” means Landlord or its employees, agents or contractors, and do whatever Tenant is obligated to do under the filing terms of this lease, and Tenant agrees to reimburse Landlord on demand for any reasonable expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this lease, and Tenant further agrees that Landlord shall not be liable for any damage resulting to the Tenant from such action provided the same is not caused by the gross negligence or wilful misconduct of Landlord or its agents, employees or contractors or otherwise. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided for herein or any other remedies provided by law, all of which may be enforced cumulatively, nor shall pursuit of any remedy provided for herein constitute a voluntary petition forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by Tenantreason of the violation of any of the terms, provisions and covenants herein contained. Tenant shall remain obligated to pay all rent, additional rent and other reimbursements to Landlord on the dates when due as provided in this lease. Failure by Landlord to enforce one or more of the remedies herein provided upon any event of default shall not be deemed or construed to constitute a waiver of such default, or the entry of an order for relief against Tenant, under Chapter 7, 11, any other violation or 13 breach of any of the Bankruptcy Codeterms, provisions and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):covenants herein contained.
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Tenant’s Default. (If—
a) If at any time subsequent to the date of this Lease any one or more of the following events (each a “Default of Tenant”) shall happen:
(i) Tenant shall fail to pay the Basic Base Rent or Additional Rent hereunder when additional rent or other charge for which provision is made herein on or before the date on which the same becomes due and such failure shall continue payable, and the same continues for seven ten (710) days after written notice from Landlord thereof, or
b) Landlord having rightfully given the notice specified in subsection (a) above to Tenant from Landlord; twice in any six (6) month period, Tenant shall thereafter fail to pay the Base Rent or additional rent or other charges on or before the date on which the same becomes due and payable, or
c) Tenant permits to be created or suffers to exist any material lien or other encumbrance upon any part of the Premises or the Building which may be attributable to any act, agreement, omission or failure of Tenant and Tenant shall not cure such failure within thirty (ii30) days (or such additional time as is reasonably required to correct any such default) after notice from Landlord to Tenant thereof, or
d) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein term or condition contained on Tenant’s part to be performed or observed in this Lease, and Tenant shall fail to remedy the same not cure such failure within thirty (30) days after notice from Landlord to Tenant specifying such neglect or failure; provided(or, however that if such failure default is of such a nature that Tenant cannot reasonably remedy the same capable of cure within such thirty (30) day perioddays, such additional time as is reasonably required to cure any such default); provided however, if (i) Landlord shall have sent to Tenant a notice of such default event though the same shall have been cured and this Lease is not terminated and (ii) during the same six (6) month period in which said notice of default has been sent by Landlord to Tenant, Tenant shall thereafter again default in the same non-monetary matter, then Tenant shall have an additional be deemed to be in default upon Landlord giving Tenant written notice thereof without the previously set forth grace period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(ve) Tenant’s leasehold interest in the Premises The estate hereby created shall be taken on execution or by other process of law directed against Tenant; or
(vi) law, or if Tenant shall make an be judicially declared bankrupt or insolvent according to law, or if any assignment or trust mortgage arrangement, so-called, shall be made of the property of Tenant for the benefit of creditors creditors, of if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent appointed to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or take charge of all or any substantial part of its propertiesTenant’s property by a court of competent jurisdiction, which proceeding shall not have been diligently contested by Tenant within 60 days after their commencement, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A if a petition shall be filed against for reorganization of Tenant under any law (other than provisions of the Bankruptcy Code) seeking any Code now or hereafter enacted or if Tenant shall file a petition for such reorganization, arrangementor for arrangements under provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, composition, readjustment, liquidation, dissolution, satisfy or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed extend the time for an aggregate payment of sixty (60) days (whether or not consecutive)debts, or if any trustee, conservator, receiver or liquidator the interest of the Tenant or of all herein shall be sold under execution or any substantial part of its properties shall be appointed without other legal process, or Upon the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any one or more of the such events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under default, Landlord may at its election, terminate this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes . Upon termination of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, subject to applicable legal requirements, Landlord may re-enter the Premises with or without process of law and may subsequently assign itremove all persons, only if it does the following within sixty fixtures and chattels there from and Landlord will not be liable for any damages resulting there from. Upon termination of this Lease, Landlord will be entitled to recover as damages (601) days after all rent and other sums due and payable by Tenant on the date of the filing termination of this Lease, (2) an amount equal to the value of the voluntary petitionrent and other sums provided herein to be paid by Tenant for the residue of the Original Term, if the termination of the Lease occurs prior to the expiration of the Original Term or the entry residue of the order applicable Extension Term, if the termination of the Lease occurs in any Extension Term, less the fair rental value of the Premises for relief the residue of the Original Term or applicable Extension Term, as the case may be (taking into account the reasonable time and expenses necessary to obtain the replacement tenant or tenants, including reasonable expenses relating to the recovery of the Premises, brokerage commissions, reasonable attorneys’ fees and preparation of the Premises for such additional time re-letting), and (3) the cost of curing any default in the performance of any other covenants to be performed by Tenant through the date of the termination of the Lease. In the event this Lease is terminated pursuant to Section 11.1 and Tenant vacates the Premises, Landlord shall, subject to the provisions of this Section 11.1, use reasonable efforts to relet the Premises and collect the sums due to Landlord as a court result of competent jurisdiction such re-letting, subject to the reasonable requirements of Landlord to lease other available space in the Building prior to reletting the Premises, to lease space to high quality tenants and to lease the Building in a harmonious manner with an appropriate mix of uses, tenants, floor areas and terms of tenancies, and the like. Landlord agrees not to discriminate against the space which constitutes the Premises when offering to prospective tenants space for lease in the Building in which the Premises is located. For the purpose of such re-letting, Landlord may grantdecorate or make reasonable repairs, changes or alteration in or to the Premises that may be reasonably necessary. If Landlord does not re-let the Premises, Tenant will pay the Landlord on demand damages equal to the amount of the rent and other reasonable sums provided herein to be paid by Tenant for causethe remainder of the Term. If the Premises are re-let and a sufficient sum is not realized from such re-letting after paying all of the expenses of such re-letting and the collection of the rent accruing there from to satisfy the rent herein provided to be paid for the remainder of the Term, upon a motion made within Tenant will be liable for the original sixty-day period):difference in rent. Nothing herein shall limit or prejudice the right of the Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of any such termination an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount of the loss or damage referred to above. The remedies given to Landlord in this Article shall be cumulative and in addition to all other rights or remedies, which the Landlord may have under applicable laws then in force.
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Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “"Default of Tenant”") shall happen:
(i) Tenant shall fail to pay the Basic Base Rent when due and such failure shall continue for fifteen (15) days after such due date;
(ii) Tenant shall fail to pay Tenant's Operating and Tax Expenses or Additional Rent other charges hereunder when due and such failure shall continue for seven thirty (730) days after written notice to Tenant from Landlord; or
(ii) Tenant the same shall fail to timely bond off or discharge a lien in accordance with Section 7.4 hereinbe due and payable; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant Tenant, shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after of the expiration of the thirty (30) days from the date written notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day periodperiod following the expiration of the thirty (30) days from the date written notice is given by Landlord, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant commence promptly commences (and in any event within such thirty (30) day period) to remedy the same and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(viv) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or or, future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part substantially all of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiivi) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty ninety (6090) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case case, Landlord may terminate this Lease, and this Lease shall come to an end on the date specified in such notice as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease., and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For purposes If this Lease shall have been terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of subsection (a)(v) above, an “Event of Bankruptcy” means Tenant's property whereupon the filing of a voluntary petition Premises shall be taken or occupied by someone other than Tenant, then Landlord may re-enter the Premises in conformance with any final judgment order in a summary process action and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Landlord shall use commercially reasonable efforts to relet the whole or the entry of an order for relief against Tenant, under Chapter 7, 11, any portion or 13 portions of the Bankruptcy CodePremises from time to. time, and either in the name of Landlord or otherwise, to such tenant or tenants, for such term “Bankruptcy Code” means 11 U.S.C. §101or terms ending before, et seq. If an Event on or after the expiration date of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, at such rental or rentals and upon such other conditions, which may subsequently assign itinclude concessions and free rent periods, only if it as Landlord, in its sole discretion, may determine; provided, however, that provided that Landlord has complied with its obligations pursuant to this paragraph, Landlord shall in no event be liable for failure to relet the Premises or any part thereof, or, in the event of any such reletting, for failure to collect any rent due upon any such reletting, and no such failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord's option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability. Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the following within sixty (60) days after the date of the filing of the voluntary petitionPremises, or to reenter or repossess the entry Premises, or to restore the operation of this Lease, after (a) Tenant has been dispossessed by a judgment or by warrant of any court or judge, or (b) any reentry by Landlord, or (c) any expiration or termination of this Lease and the order for relief (Term, whether such dispossess, reentry, expiration or such additional time as a court termination shall be by operation of competent jurisdiction may grant, for cause, upon a motion made within law or pursuant to the original sixty-day period):provisions of this Lease. The words "reenter,"
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Tenant’s Default. (a) If at any time subsequent to the date The occurrence of this Lease any one or more of the following events (each ---------------- shall, at Landlord's option, constitute a “Default material default by Tenant of Tenant”) shall happenthe provisions of this Lease:
(i) 20.1 The abandonment of the Premises by Tenant shall fail or the vacation of the Premises by Tenant which would cause any insurance policy to pay the Basic be invalidated or otherwise lapse. Tenant agrees to notice and service of notice as provided for in this Lease and waives any right to any other or further notice or service of notice which Tenant may have under any statute or law now or hereafter in effect;
20.2 The failure by Tenant to make any payment of Rent. Additional Rent or any other payment required within three (3) days after receipt of written notice from Landlord that hereunder on the date said payment is due. Tenant agrees to notice and service of notice as provided for in this Lease and waives any right to any other or further notice or service of notice which Tenant may have under any statute or law now or hereafter in effect;
20.3 The failure by Tenant to observe, perform or comply with any of the conditions, covenants or provisions of this Lease (except failure to make any payment of Rent and/or Additional Rent hereunder when due Rent) and such failure shall continue for seven is not cured within the time period required under the provisions of this Lease, or, if no time period is required, within fifteen (715) days after written notice to Tenant from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if days. If such failure is susceptible of such a nature that Tenant cure but cannot reasonably remedy be cured within the same aforementioned time period (if any), as determined solely but reasonably by Landlord, Tenant shall promptly commence the cure of such failure and thereafter diligently prosecute such cure to completion within the time period specified by Landlord in any written notice regarding such thirty failure as may be delivered to Tenant by Landlord. In no event or circumstance shall Tenant have more than fifteen (3015) days to complete any such cure, unless otherwise expressly agreed to in writing by Landlord (in Landlord's sole discretion), unless the nature of such cure shall require more than fifteen (15) days and Tenant commences the cure within the fifteen (15) day period, then period and thereafter diligently prosecutes the cure to completion.
20.4 The making of a general assignment by Tenant shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolventcreditors, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant or the filing of an involuntary petition by any of Tenant's creditors seeking the rehabilitation, liquidation, or reorganization of Tenant under any law relating to bankruptcy, insolvency or other relief of debtors and, in the entry case of an order for relief against Tenantinvoluntary action, under Chapter 7, 11, the failure to remove or 13 of discharge the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following same within sixty (60) days after of such filing, the date appointment of a receiver or other custodian to take possession of substantially all of Tenant's assets or this leasehold, Tenant's insolvency or inability to pay Tenant's debts or failure generally to pay Tenant's debts when due, any court entering a decree or order directing the winding up or liquidation of Tenant or of substantially all of Tenant's assets, Tenant taking any action toward the dissolution or winding up of Tenant's affairs, the cessation or suspension of Tenant's use of the filing of the voluntary petitionPremises, or the entry attachment, execution or other judicial seizure of substantially all of Tenant's assets or this leasehold;
20.5 Tenant's use or storage of Hazardous Materials in, on or about the order for relief (Premises, the Building, the Lot and/or the Park other than as expressly permitted by the provisions of Section 29 below; or
20.6 The making of any material misrepresentation or such additional time as a court omission by Tenant in any materials delivered by or on behalf of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):Tenant to Landlord pursuant to this Lease.
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Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a “Default herein sometimes called an "Event of Tenant”Default") shall happenoccur:
(i) Tenant shall fail to pay the Basic fixed rent, Additional Rent or Additional Rent hereunder when other charges for which provision is made herein on or before the date on which the same become due and such failure shall continue payable, and the same continues for seven five (75) business days after written notice to Tenant from LandlordLandlord thereof; or
(ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to timely bond off pay the fixed rent, Additional Rent or discharge a lien in accordance with Section 7.4 hereinother charges on or before the date on which the same become due and payable; or
(iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease, and shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(acancel such assignment or sublease within five (5) hereinbusiness days after receipt of written notice from Landlord thereof; or
(iv) Tenant shall neglect fail to perform or observe some term or condition of this Lease which, because of its character, would immediately and materially jeopardize Landlord's interest (such as, but without limitation, failure to maintain general liability insurance, and such failure continues for three (3) business days after written notice from Landlord to Tenant thereof; or
(v) Tenant shall fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying in reasonable detail the nature of such neglect or failure; providedfailure (and endeavoring to specify, however that where possible, the measures which Landlord reasonably believes will cure the same, but the failure to so specify shall not render any such notice of default deficient or ineffective or relieve Tenant from the obligation to cure the same), or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event commence within such thirty (30) day period) days after written notice thereof to remedy the same and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(vvi) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vivii) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federalfederal, State state or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of then, and in any of said cases (notwithstanding any license of a former breach of covenant or waiver of the events described benefit hereof or consent in subsections (a)(vi)-(a)(viii) with respect to a former instance). Landlord lawfully may, immediately or at any guarantor of all time thereafter, and without demand or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may further notice terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For purposes If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice and with appropriate legal process, re- enter the Premises, either by summary proceedings or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made.
(c) In the event that this Lease is terminated under any of subsection the provisions contained in Section
7.1 (a)(va) above, an “Event or shall be otherwise terminated by breach of Bankruptcy” means the filing any obligation of a voluntary petition by Tenant, Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the entry Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of an order the Term, and for relief the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all actual and reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord's reasonable expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant's liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease, except that Tenant shall be credited with the entire amount so received (after the foregoing expense recovery); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant, 's obligations as of each day when a payment would fall due under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign itonly the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only if it does the following within sixty (60) days against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereu nder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the filing Premises in a manner similar to the manner in which Landlord markets other premises within Landlord's control within the Building shall be deemed to have satisfied Landlord's obligation to use "reasonable efforts" hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the voluntary petitionPremises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the entry Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building and other similar buildings in the Route 128/Waltham rental market.
(d) (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time after such termination and whether or not Landlord shall have collected any damages (including without limitation, those described in paragraph (c) above) as aforesaid, as liquidated final damages and in lieu of all other damages beyond the date of such notice. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any period prior to such notice, such a sum as at the time of the order giving of such notice represents the amount of the excess, if any, of (a) the discounted present value, at a discount rate of eight percent (8%) of the Annual Fixed Rent, Additional Rent and other charges which would have been payable by Tenant under this Lease from the date of such notice for relief what would be the then unexpired Lease Term if the Lease had not been so terminated over and above, (or b) the discounted present value, at a discount rate of eight percent (8%), of the Annual Fixed Rent, Additional Rent and other charges that would be received by Landlord if the Premises were re- leased at the time of such additional notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in Annual Fixed Rent if such are applicable) prevailing at the time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):such notice.
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Samples: Lease Agreement (Care.com Inc)
Tenant’s Default. (a) If at If: Tenant fails to pay any time subsequent to the date installment of this Lease any one or more Rent when due; provided, however, Landlord shall provide written notice of the following events (each a “Default of Tenant”) shall happen:
(i) Tenant shall fail failure to pay the Basic such Rent or Additional Rent hereunder when due and such failure shall continue for seven (7) days after written notice to Tenant from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail have a three (3) business day grace period from its receipt of such Landlord’s notice within which to remedy pay such Rent without creating a default hereunder. The late fee set forth in Article 3 hereof shall be due on the first day after such payment is due irrespective of the foregoing notice and grace period; Tenant “vacates” the Premises (other than in the case of a permitted subletting or assignment or due to fire or other damage or condemnation) or permits the same within to be unoccupied for more than thirty (30) days; Tenant fails to bond over a construction or mechanics lien within ten (10) days after notice of receipt of written demand; Tenant fails to Tenant specifying such neglect observe or failure; provided, however that if such failure is perform any of such a nature that Tenant cannot reasonably remedy the same Tenant’s other non-monetary agreements or obligations herein contained within such thirty ten (30) day period, then Tenant shall have an additional period, not to exceed ninety (9010) days after receipt of written notice specifying the notice described in this subsection (iv)default, or the expiration of such additional time period as is reasonably necessary to remedy samecure such default, so long as provided Tenant promptly immediately commences (and thereafter proceeds with all due diligence and in any event within good faith to cure such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuitydefault; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolventthen, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter providedevent, an “Event of Default” shall be deemed to exist and Tenant shall be in default hereunder.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occursDefault shall occur, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after provisions shall apply and Landlord shall have, in addition to all other rights and remedies available at law or in equity, including the date right to terminate the Lease Agreement, the rights and remedies set forth herein, which may be exercised upon or at any time following the occurrence of the filing an Event of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):Default.
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Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a herein referred to as an “Default Event of TenantDefault”) shall happenoccur:
(i) Tenant shall fail to pay the Basic Rent Rent, Expense Charges or any other Additional Rent hereunder when due and such failure shall continue for seven five (75) days Business Days after written notice to Tenant from LandlordLandlord (except that such written notice shall only be required twice (i.e. two separate failures) in any twelve (12) month period, with any subsequent failure to pay such sums constituting an Event of Default unless paid within five (5) Business Days after the date due without need for an additional written notice); or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant (or such shorter period for completing a cure for such default as may be required by applicable Laws or by virtue of an Emergency) specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant commence promptly commences (and in any event within such thirty (30) day period) to remedy the same and prosecutes thereafter to diligently prosecute such remedy to completion with diligence and continuitycontinuity (and in any event, within ninety (90) days after the notice described in this subparagraph (ii)), provided that (x) in no event shall Tenant have such additional period of time that would (A) subject Landlord or any Superior Lessor or any Superior Mortgagee to prosecution for a crime or any other fine or charge, or (B) subject the Property, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required under this Lease, and (y) such written notice shall only be required twice in any twelve (12) month period, with any of the same subsequent performance default constituting an Event of Default unless cured within the period required under this Lease without need for an additional written notice); or
(viii) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) If Tenant or any guarantor of this Lease shall (i) make an assignment for the benefit of creditors or shall be adjudicated insolventcreditors, or shall file (ii) acquiesce in a petition in any petition or answer seeking court in any bankruptcy, reorganization, arrangement, composition, readjustmentextension or insolvency proceedings, liquidation(iii) seek, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part guarantor of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant this Lease or of all or any substantial part of its properties shall be appointed without Tenant’s or such guarantor’s property, (iv) file a petition seeking an order for relief under the consent Title 11 of the United States Code, as now or acquiescence hereafter amended or supplemented (the “Bankruptcy Code”), or by filing any petition under any other present or future federal, state or other statute or law for the same or similar relief, or (v) fail to win the dismissal, discontinuation or vacating of Tenant and such appointment shall remain unvacated any involuntary bankruptcy proceeding filed under the Bankruptcy Code, or unstayed under any other present or future federal, state or other statute or law for an aggregate of sixty the same or similar relief, within ninety (6090) days (whether or not consecutive)after such proceeding is initiated; or
(ixv) The occurrence Any lien has been filed against the Property, or any portion thereof, as a result of work performed by or on behalf of Tenant (other than any of work performed for Tenant by Landlord or its employees, agents or contractors), and Tenant fails, within 30 days after the events described in subsections lien is filed, either (a)(vi)-(a)(viii1) to cause said lien to be removed from the Property, or (2) to furnish a bond sufficient to remove the lien or cause a title insurance endorsement to be issued with respect to any guarantor of all or any portions of such lien, which endorsement shall be satisfactory, in form and substance to Landlord, in Landlord’s sole and absolute discretion; or
(vi) Tenant’s obligations under this Leaseinterest in the Premises shall be transferred without Landlord prior written consent, if so required, in violation of Article 6 hereof, and Tenant shall fail to remedy the same within fifteen (15) days after written notice to Tenant specifying such violation; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes exercise any of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, Landlord’s rights or the entry of an order for relief against Tenant, remedies available under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, at law or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):in equity.
Appears in 1 contract
Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “Default of Tenant”) shall happen:
(i) Tenant shall fail to pay the Basic Rent Rent, Escalation Charges, additional charges or Additional Rent other charges hereunder when due and such failure shall continue for seven five (75) days full Business Days after written notice from Landlord, provided, however, if, in any twelve-month period, Landlord has given to Tenant from Landlordtwo (2) notices of a monetary default under this clause (i), then, with respect to any subsequent failure to pay that occurs during such twelve (12) month period after the giving of the second (2nd) notice, Landlord shall not be obligated to give, and Tenant shall not be entitled to receive, a notice, and a Default of Tenant shall be deemed to have occurred immediately upon such subsequent failure; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant commence promptly commences (and in any event within such thirty (30) day period) to remedy the same and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(viii) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(viiv) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiivi) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease by notice to Tenant, specifying a date not less than five (5) days after the giving of such notice on which this Lease shall terminate, Landlord being under no obligation to accept any cure of such Default of Tenant offered by Tenant during such period prior to the effective date of such termination, such period being provided solely to accommodate Tenant’s vacating of the Premises. This Lease shall come to an end on the date of such notice as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For purposes of subsection clause (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. X.X.X §101000, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) 60 days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty60-day period):
(i) file a motion to assume the Lease with the appropriate court;
(ii) satisfy all of the following conditions, which Landlord and Tenant acknowledge to be commercially reasonable:
(A) cure all Defaults of Tenant under this Lease or provide Landlord with Adequate Assurance (as defined below) that it will (x) cure all monetary Defaults of Tenant hereunder within 10 Business Days from the date of the assumption; and (y) cure all nonmonetary Defaults of Tenant hereunder within the time periods set forth above in Section 13.1(a) from the date of the assumption;
(B) compensate Landlord and any other person or entity, or provide Landlord with Adequate Assurance that within a reasonable period of time after the date of the assumption, it will compensate Landlord and such other person or entity, for any actual pecuniary loss that Landlord and such other person or entity incurred as a result of any Default of Tenant, the trustee, or the debtor-in-possession; and
(C) provide Landlord with Adequate Assurance of Future Performance (as defined below) of all of Tenant’s obligations under this Lease.
Appears in 1 contract
Tenant’s Default. (a) If at any time subsequent to the date The occurrence of this Lease any one or more of the following events (each will constitute a “Default of Tenant”) shall happendefault hereunder:
(i) Tenant shall fail X. Xxxxxx fails to pay the Basic Rent or and/or Additional Rent due hereunder when due on any day upon which the same is to be paid, and such failure shall continue default continues for seven ten (7) days after written notice to Tenant from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not to exceed ninety (9010) days after the notice described in due date thereof.
B. Tenant voluntarily assigns this subsection (iv)Lease or subleases the Premises, to remedy same, so long as or any part thereof.
C. Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make makes an assignment for the benefit of creditors creditors, files a petition in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy Act of the United States, or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its propertiesa bankrupt, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event , or if a petition or answer proposing the adjudication of Bankruptcy (the Tenant as hereinafter defined) shall occur with respect a bankrupt pursuant to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking Act of the United States or any reorganization, arrangement, composition, readjustment, liquidation, dissolution, similar federal or similar relief under any present state law is tiled and such petition or future Federal State answer shall not be discharged or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of denied within sixty (60) calendar days (whether or not consecutive)after the date of filing thereof.
D. A receiver, or if any trustee, conservator, receiver trustee or liquidator of the Tenant or of all or any substantial part substantially all the property of the Tenant or of its properties interest in the Premises shall be appointed without in any proceeding brought by the consent Tenant, or acquiescence of if any such receiver, trustee or liquidator shall be appointed in any proceeding brought against the Tenant and such appointment receiver, trustee or liquidator shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following be discharged within sixty (60) calendar days after such appointment.
E. The Premises shall have been abandoned or deserted, vacated or vacant, or left unoccupied for fifteen (15) consecutive calendar days.
F. This Lease or the date estate of the filing Tenant hereunder shall pass to another by virtue of any court proceedings, writ of execution, levy, sale, or by operation of law.
G. The occurrence of any other event which is defined as a default elsewhere in this Lease, together with the passage of the voluntary petitionapplicable grace period, if any, without cure.
H. Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by the Tenant, or the entry Tenant shall do or permit any thing to be done, whether by action or inaction, contrary to any of the order Tenant's obligations hereunder, and the Tenant fails to cure such default within fifteen (15) days after notice thereof in writing to the Tenant or if such default cannot be reasonably cured within fifteen (15) days, unless the Tenant begins such cure within fifteen (15) days and diligently pursues such cure to completion within thirty (30) days after said notice; provided, however, that if the Tenant shall default in the performance of any such covenant, condition or provision of this Lease two (2) or more times in any twelve (12) month period, and notwithstanding that such defaults have been cured by the Tenant, any further similar default shall be deemed a default without the ability for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):cure.
Appears in 1 contract
Tenant’s Default. The following shall be deemed to be defaults hereunder:
(a) If at any time subsequent to the date of this Lease any one or more of the following events (each a “Default of Tenant”) shall happen:
(i) Tenant shall fail ’s failure to pay the Basic Fixed Rent or Additional Rent hereunder when due monthly installments of additional rent of Real Estate Taxes and such Operating Expenses on or before the first (1st) day of each month which failure shall continue for seven is not cured within five (75) days after written notice from Landlord thereof, provided that if Landlord has already given one (1) such notice of any failure under this Section 13.1(a) during the twelve (12) months prior, then Tenant shall be in default if any such failure to Tenant from Landlordpay Fixed Rent or monthly installments of additional rent of Real Estate Taxes and Operating Expenses is not cured within five (5) days after the date due, which is on or before the first (1st) day of the month; or
(iib) Tenant Tenant’s failure to pay additional rent (except monthly installments of Real Estate Taxes and Operating Expenses) or any other charges for which provision is made herein within thirty (30) days (unless some other time for payment is specifically stated herein, then such period shall fail to timely bond off or discharge a lien be as stated in accordance with Section 7.4 hereinthis Lease) following the date on which the same become due and payable; or
(iiic) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail Tenant’s failure to perform or observe any other covenant herein covenants, terms or conditions contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same in this Lease, which failure is not cured within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuityfrom Landlord thereof; or
(vd) Tenant’s leasehold interest in If the Premises estate hereby created shall be taken on execution or by other process of law directed against Tenant; or
(vi) law, or if Tenant shall make an be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other-similar officer shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent appointed to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or take charge of all or any substantial part of its propertiesTenant’s property by a court of competent jurisdiction, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A if a petition shall be filed against for the reorganization of Tenant under any law (other than provisions of the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, Code now or similar relief hereafter enacted or if Tenant shall file a petition for such reorganization or for arrangements under any present provision of the Bankruptcy Code now or future Federal State hereafter enacted and providing a plan for a debtor to settle, satisfy or other statute, law or regulation and extend the time for payment of debts (references herein to Tenant shall remain undismissed or unstayed for an aggregate include any guarantor of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutiveTenant’s obligations hereunder); or
(ixe) The occurrence of discovery by Landlord that any of the events described in subsections (a)(vi)-(a)(viii) with respect financial statement, representation or warranty given to Landlord by Tenant, or by any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) abovehereunder, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):was
Appears in 1 contract
Samples: Lease (Aware Inc /Ma/)
Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “"Default of Tenant”") shall happenshall. occur and be continuing:
(i) Tenant shall fail to pay the Basic Rent Rent, Escalation Charges or Additional Rent other sums payable as additional charges hereunder when due and such failure shall continue for seven within five (75) days after written notice; provided, however, that no such notice to Tenant from Landlordshall be required upon the second such failure within any 365 day period; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed observed, or Tenant shall desert or abandon the Premises or the Premises shall become, or appear to have become vacant (regardless whether the keys shall have been surrendered or the rent and all other sums due shall have been paid), and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(viii) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law law-or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiiv) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, dissolution or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant), trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or;
(ix1) The occurrence if such Default of any Tenant shall occur prior to the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate, and (2) if such Default of Tenant shall occur and be continuing after the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Commencement Date, Landlord may terminate this Lease by notice to Tenant, and thereupon this Lease shall come to an end as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For If this Lease shall be terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by summary proceedings, ejectment or otherwise in accordance with applicable law, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.
(c) In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated current damages, the Basic Rent, Escalation Charges and other sums which would he payable hereunder if such termination had not occurred, less the net proceeds, if any, of any reletting of the Premises, after deducting all expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commission, legal expenses, attorneys, fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated.
(d) At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, at Landlord's election Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic Rent, Escalation Charges and other sums as hereinbefore provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of subsection this paragraph, annual payments by Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what would be the then unexpired Term of this Lease if the same had remained in effect, over the then fair net rental value of the Premises for the same period.
(a)(ve) above, an “Event In the case of Bankruptcy” means the filing of a voluntary petition any Default by Tenant, re-entry, expiration and dispossession by summary proceeding or otherwise, Landlord may (i) re-let the entry Premises or any part or part thereof, either in the name of an order Landlord or otherwise, for relief against Tenanta term or terms which may at Landlord's option be equal to or less than or exceed the period, which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid, Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under Chapter 7, 11such re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or 13 in the event of Landlord obtaining possession of the Bankruptcy CodePremises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.
(f) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled to lawfully, and Landlord may invoke any remedy (including the term “Bankruptcy Code” means 11 U.S.C. §101remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.
(g) All costs and expenses incurred by or on behalf of Landlord (including, et seq. If an Event without limitation, attorneys' fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Bankruptcy occurs, then the trustee of Tenant shall be paid by Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):.
Appears in 1 contract
Samples: Lease (Cytation Com Inc)
Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each a “Default herein sometimes called an "Event of Tenant”Default") shall happenoccur:
(i) Tenant shall fail to pay the Basic fixed rent, Additional Rent or Additional Rent hereunder when other charges for which provision is made herein on or before the date on which the same become due and such failure shall continue payable, and the same continues for seven ten (710) days after written notice to Tenant from LandlordLandlord thereof; or
(ii) Landlord having rightfully given the notice specified in subdivision (a) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to timely bond off pay the fixed rent, Additional Rent or discharge a lien in accordance with Section 7.4 hereinother charges on or before the date on which the same become due and payable; or
(iii) Tenant shall fail to timely deliver an estoppel certificate assign its interest in accordance with Section 15.1(a) hereinthis Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after written notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(v) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty ninety (6090) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty ninety (6090) days (whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Landlord lawfully may, immediately or at any time thereafter, and without demand or further notice terminate this Lease by notice to Tenant, specifying a date not less than ten (10) business days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided; or
(ixviii) The occurrence of any of Tenant shall abandon the events described Premises in subsections (a)(vi)-(a)(viii) with respect such a manner as to any guarantor of all create a hazard or any portions of Tenant’s obligations under this Lease; then nuisance in, or diminution in any such case Landlord may terminate this Lease as hereinafter providedvalue to, the Premises or the Building.
(b) For purposes If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of subsection notice of intention to re-enter or to institute legal proceedings to that end.
(a)(vc) above, an “Event In the event that this Lease is terminated under any of Bankruptcy” means the filing provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of a voluntary petition by any obligation of Tenant, Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the entry Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of an order the Term, and for relief the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord's expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant's liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant, 's obligations as of each day when a payment would fall due under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign itonly the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period during what would have been the Term of this Lease had the same not been terminated shall be credited only if it does the following within sixty (60) days against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms.
(i) At any time after such termination and whether or not Landlord shall have collected any damages as aforesaid, as liquidated final damages and in lieu of all other damages beyond the date of notice from Landlord to Tenant, at Landlord's election, Tenant shall pay to Landlord such a sum as at the time of the filing giving of such notice represents the amount of the voluntary petitionexcess, if any, of the total rent and other benefits which would have accrued to Landlord under this Lease from the date of such notice for what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for the balance of the Lease Term, discounted to present value at a discount rate equal to the then-prevailing prime rate in Boston as set by Fleet National Bank (or its successor).
(ii) For the purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding paragraph, the total rent shall be computed by assuming that Tenant's share of excess taxes, Tenant's share of excess operating costs and Tenant's share of excess electrical costs would be, for the balance of the unexpired Term from the date of such notice, the amount thereof (if any) for the immediately preceding annual period payable by Tenant to Landlord.
(e) In case of any Event of Default, re-entry, dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions, abatements or free rent to the extent that Landlord considers advisable or necessary to re-let the same and (ii) may make such alterations and repairs in the Premises as Landlord in its sole judgment considers advisable or necessary for the purpose of reletting the Premises; and the making of such alterations and repairs shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the entry event of Landlord obtaining possession of the order Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.
(f) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. Further, nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for relief and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.
(g) In lieu of any other damages or indemnity and in lieu of the recovery by Landlord of all sums payable under all the foregoing provisions of this Section 7.1, Landlord may elect to collect from Tenant, by notice to Tenant, at any time after this Lease is terminated under any of the provisions contained in this Article VII or otherwise terminated by breach of any obligation of Tenant and before full recovery under such additional foregoing provisions, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of (x) the Annual Fixed Rent and all Additional Rent payable for the lesser of (i) the twelve (12) months ended next prior to such termination or (ii) the number of months then remaining in the Term of this Lease, plus (y) the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time as a court of competent jurisdiction such election plus any and all expenses which the Landlord may grant, have incurred for cause, upon a motion made within and with respect of the original sixty-day period):collection of any of such rent.
Appears in 1 contract
Samples: Lease Agreement (Netegrity Inc)
Tenant’s Default. (a) If at any time subsequent to At the date option of Landlord, a material breach of this Lease by Tenant shall exist if any one or more of the following events (each a “Default severally, "Event of Tenant”Default"; collectively, "Events of Default") shall happen:
occur: (i) if Tenant shall fail have failed to pay Rent, including Tenant's Percentage Share of increased Operating Expenses, Tenant's Percentage Share of increased Real Property Taxes, or any other sum required to be paid hereunder within three (3) days after the Basic Rent date when due, together with interest at the Interest Rate, from the date the amount became due through the date of payment, inclusive; (ii) if Tenant shall have failed to perform any term, covenant or Additional Rent hereunder when due condition of this Lease except those requiring the payment of money, and such failure Tenant shall continue for seven have failed to cure the breach within fifteen (715) days after written notice to Tenant from Landlord; or
Landlord if the breach could reasonably be cured within the fifteen (ii15) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failureday period; provided, however that however, if such the failure is of such a nature that Tenant cancould not reasonably remedy be cured within the same within such thirty fifteen (3015) day period, then Tenant shall not be in default unless it has failed to promptly commence and thereafter continue to make diligent and reasonable efforts to cure the failure as soon as practicable as reasonably determined by Landlord; (iii) if Tenant shall have an additional period, not to exceed ninety (90) days after assigned its assets for the notice described in this subsection benefit of its creditors; (iv)) if the sequestration of, attachment of, or execution on, any material part of the property of Tenant or any property essential to remedy samethe conduct of Tenant's business shall have occurred, so long as and Tenant promptly commences (and in any event shall have failed to obtain a return or release of the property within such thirty (30) day period) and prosecutes such remedy days thereafter, or prior to completion with diligence and continuitysale pursuant to any sequestration, attachment or levy, whichever is earlier; or
(v) Tenant’s leasehold interest if Tenant shall have failed to continuously and uninterruptedly conduct its business in the Premises Premises, or shall be taken on execution have abandoned or by other process of law directed against Tenantvacated the Premises; or
(vi) if a court shall have made or entered any decree or order adjudging Tenant to be insolvent, or approving as property filed a petition seeking reorganization of Tenant, or directing the winding up or liquidation of Tenant, and the decree or order shall have continued for a period of thirty (30) days; (vii) if Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, suffer any transfer which constitutes a fraudulent or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself otherwise avoidable transfer under any present or future Federal, State or other statute, law or regulation for provision of the relief of debtors (other than the federal Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all Laws or any substantial part applicable state law; or (viii) if Tenant shall have failed to comply with the provisions of its properties, Section 24 or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) 26. An Event of Bankruptcy (as hereinafter defined) Default shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations constitute a default under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):
Appears in 1 contract
Samples: Lease (Seagate Software Inc)
Tenant’s Default. (a) a. If at any time subsequent to the date of this Lease any one or more of the following events (each of which being agreed to constitute substantial defaults hereunder and being referred to herein as a “Default of Tenant”) shall happen:
(i) i. Tenant shall fail to pay the Basic Rent Rent, Escalation Charges or Additional Rent other charges hereunder when due and such failure shall continue for seven five (75) days Business Days after written notice to Tenant from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) . Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuitycontinuity but in no event shall such period exceed ninety (90) days; or
(v) iii. Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) iv. Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) v. A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive);
vi. Or if Tenant dissolves or is dissolved or liquidated or adopts any plan or commences any proceeding, the result of which is intended to include dissolution or liquidation;
vii. Then in any such case: If such Default of Tenant shall occur prior to the Commencement Date, this Lease shall ipso facto, and without further act on the part of Landlord, terminate; and If such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease (Tenant hereby waiving any rights of redemption under M.G.L. c. 186, or otherwise), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
b. If this Lease shall have been terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.
c. In the event of any termination, Landlord shall use commercially reasonable efforts to re-let the Premises and Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been re-let, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any re-letting of the Premises, after deducting all expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising, expenses of employees, alteration costs and expenses of preparation for such re-letting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated.
d. At any time after such termination, whether or not Landlord shall have collected any such current damages, Landlord may demand, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, and Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic Rent, Escalation Charges and other sums as hereinbefore provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Taxes and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what remained, over the Term of this Lease if the same remained in effect, over the then fair net rental value of the Premises for the same period. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to or less than the amount of the loss or damages referred to above.
e. In case of any Default by Tenant, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may:
i. Re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same; and
ii. May make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.
(ix) The occurrence f. If there is a Guarantor of this Lease, the happening of any of the events described in subsections (a)(vi)-(a)(viii) Paragraphs a.iv or a.v of this Section 13.1 with respect to any guarantor the Guarantor shall constitute a Default of all or any portions of Tenant’s obligations under this Lease; then in any such case Tenant hereunder.
g. The specified remedies to which Landlord may terminate this Lease resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as hereinafter providedif specific remedies were not herein provided for.
h. All costs and expenses incurred by or on behalf of Landlord (bincluding, without limitation, attorneys’ fees and expenses) For purposes in enforcing its rights hereunder or occasioned by any Default of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition Tenant shall be paid by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):.
Appears in 1 contract
Samples: Lease Agreement (Myriant Corp)
Tenant’s Default. In the event of Tenant's default in the payment of base rent or any other charges or with respect to any other terms, covenants or conditions as herein required, and Tenant's failure to cure, Landlord, in addition to any other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant. Should Landlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may either terminate this Lease or it may from time to time, without terminating this Lease, re-let the Premises, or any part thereof, for such term or terms and at such rental or rentals and on such other terms and conditions as Landlord, in its sole discretion, may deem advisable, with the right to make alterations and repairs to the improvements located on the Premises. On each such re-letting:
(a) If at Tenant shall be immediately liable to pay to Landlord, in addition to any time subsequent to indebtedness other than rent due hereunder, the date expenses of such re-letting and of such alterations and repairs incurred by Landlord, and the amount, if any, by which the rent reserved in this Lease for the period of such re-letting (up to, but not beyond, the term of this Lease any one or more of Lease) exceeds the following events (each a “Default of Tenant”) shall happen:
(i) Tenant shall fail amount agreed to pay be paid as rent for the Basic Rent or Additional Rent hereunder when due and Premises for such failure shall continue for seven (7) days after written notice to Tenant from Landlordperiod on such re-letting; or
(iib) At the option of Landlord, rents received by Landlord from such re-letting shall be applied first, to the payment of any indebtedness, other than rent due hereunder from Tenant to Landlord; second, to the payment of any expenses of such re-letting and of such alterations and repairs, third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall fail to timely bond off or discharge a lien be held by Landlord and applied in accordance payment of future rent as the same may become due and payable hereunder. If Tenant has been credited with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part rent to be performed or observed received by such re-letting under option (a) hereof, and Tenant such rent shall fail not be promptly paid to remedy Landlord by the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive)new tenant, or if such rentals received from such re-letting under option (b), hereof, during any trusteemonth is less than that to be paid during the month by Tenant hereunder, conservator, receiver Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or liquidator taking possession of Tenant or of all or any substantial the Premises by Landlord shall be constructed as an election on the part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect Landlord to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes unless a written notice of subsection (a)(v) above, an “Event of Bankruptcy” means such intention is given to Tenant or unless the filing of a voluntary petition termination thereof is decreed by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction jurisdiction. Notwithstanding any such re-letting without termination, Landlord may, at any time thereafter, elect to terminate this Lease for such previous breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedy it may granthave, Landlord may recover from Tenant all damages incurred by reason of such breach, including the cost of recovering the Premises and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for causethe remainder of the stated term over the then reasonable rental value of the Premises for the remainder of the stated term, upon a motion made within the original sixty-day period):all of which amounts shall be immediately due and payable from Tenant to Landlord.
Appears in 1 contract
Samples: Ground Lease (Invitrogen Corp)
Tenant’s Default. If Tenant shall fail to comply with any term, provision or agreement hereunder in this Exhibit B, and if any such failure is not cured within fifteen (a15) If days following written notice to Tenant, then, in addition to any other remedies granted Landlord under the Lease in the case of default by Txxxxx and any remedies provided for elsewhere in this Exhibit B or available at any time subsequent law or equity, Landlord may elect, upon notice to the date of this Lease any one or more of the following events (each a “Default of Tenant”) shall happen, to:
(i) Tenant shall fail discontinue all work hereunder, and Txxxxx’s obligation to pay rent shall commence as of the Basic Rent or Additional Rent hereunder when due and such failure shall continue for seven (7) days after written notice Scheduled Commencement Date set forth in the Lease, without any abatement on account of any delay in connection with any work relating to Tenant from Landlordthe Premises; or
(ii) complete the construction of the Landlord’s Work pursuant to the Plans as approved by Landlord and Tenant shall fail or complete any work which Landlord and Tenant have agreed to timely bond off or discharge a lien in accordance with Section 7.4 hereinwriting, tendering possession to Tenant upon substantial completion thereof, the date of such tender being deemed to be the Commencement Date under the Lease, and charge Tenant for the additional costs of completing any other work, the plans and specifications for which have not been agreed to by Landlord and Tenant, but which Landlord, in its reasonable discretion, deems necessary for the completion of the Premises; or
(iii) Tenant shall fail cancel the Lease, effective immediately after Txxxxx receives notice thereof, without incurring any liability on account thereof and the term granted under the Lease is expressly limited accordingly. If Landlord cancels the Lease pursuant to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect the terms hereof or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if such failure is of such as a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions result of Tenant’s obligations default under this the Lease; then in any , such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of cancellation shall not affect Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order liability for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):any sums payable hereunder.
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Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “"Default of Tenant”") shall happen:
(i) Tenant shall fail to pay the Basic Rent Rent, Escalation Charges, additional charges or Additional Rent other charges hereunder when due and such failure shall continue for seven five (75) days full Business Days after written notice from Landlord, provided, however, if, in any twelve-month period, Landlord has given to Tenant from Landlordtwo (2) notices of a monetary default under this clause (i), then, with respect to any subsequent failure to pay that occurs during such twelve (12) month period after the giving of the second (2nd) notice, Landlord shall not be obligated to give, and Tenant shall not be entitled to receive, a notice, and a Default of Tenant shall be deemed to have occurred immediately upon such subsequent failure; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), to remedy same, so long as Tenant commence promptly commences (and in any event within such thirty (30) day period) to remedy the same and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(viii) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(viiv) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiivi) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease by notice to Tenant, specifying a date not less than five (5) days after the giving of such notice on which this Lease shall terminate, Landlord being under no obligation to accept any cure of such Default of Tenant offered by Tenant during such period prior to the effective date of such termination, such period being provided solely to accommodate Tenant's vacating of the Premises. This Lease shall come to an end on the date of such notice as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For purposes of subsection clause (a)(v) above, an “"Event of Bankruptcy” " means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “"Bankruptcy Code” " means 11 U.S.C. X.X.X §101000, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s 's bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) 60 days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty60-day period):
(i) file a motion to assume the Lease with the appropriate court;
(ii) satisfy all of the following conditions, which Landlord and Tenant acknowledge to be commercially reasonable:
(A) cure all Defaults of Tenant under this Lease or provide Landlord with Adequate Assurance (as defined below) that it will (x) cure all monetary Defaults of Tenant hereunder within 10 Business Days from the date of the assumption; and (y) cure all nonmonetary Defaults of Tenant hereunder within the time periods set forth above in Section 13.1(a) from the date of the assumption;
(B) compensate Landlord and any other person or entity, or provide Landlord with Adequate Assurance that within a reasonable period of time after the date of the assumption, it will compensate Landlord and such other person or entity, for any actual pecuniary loss that Landlord and such other person or entity incurred as a result of any Default of Tenant, the trustee, or the debtor-in-possession; and
(C) provide Landlord with Adequate Assurance of Future Performance (as defined below) of all of Tenant's obligations under this Lease.
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Tenant’s Default. (a) If at any time subsequent to the date The occurrence of this Lease any one or more of the following events (each shall, at Landlord's option, constitute a “Default material default by Tenant of Tenant”) shall happenthe provisions of this Lease:
(i) 20.1 The abandonment of the Premises by Tenant shall fail of the vacation of the Premises by Tenant which would cause any insurance policy to pay the Basic be invalidated or otherwise lapse. Tenant agrees to notice and service of notice as provided for in this Lease and waives any right to any other or further notice or service of notice which Tenant may have under any stature or law now or hereafter in effect;
20.2 The failure by Tenant to make any payment of Rent, Additional Rent or any other payment required hereunder on the date said payment is due. Tenant agrees to notice and service of notice as provided for in this Lease and waives any right to any other or further notice or service of notice which Tenant may under any stature or law now or hereafter in effect;
20.3 The failure by Tenant to observe, perform or comply with any of the conditions, covenants or provisions of this Lease (except failure to make any payment of Rent and/or Additional Rent hereunder when due Rent) and such failure shall continue for seven (7) days after written notice to Tenant from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy is not cured within the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that if time period required under the provisions of this Lease. If such failure is susceptible of such a nature that Tenant cure but cannot reasonably remedy be cured within the same within such thirty aforementioned time period (30) day periodif any), then as determined solely by Landlord, Tenant shall promptly commence the cure of such failure and thereafter diligently prosecute such cure to completion within the time period specified by Landlord in any written notice regarding such failure as may be delivered to Tenant by Landlord. In no event or circumstance shall Tenant have an additional period, not to exceed ninety more than fifteen (9015) days after the notice described to complete any such cure, unless otherwise expressly agree to in this subsection writing Landlord (ivin Landlord's sole discretion), to remedy same, so long as ;
20.4 The making of a general assignment by Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or
(v) Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(vi) Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolventcreditors, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant or the filing of an involuntary petition by any of Tenant's creditors seeking the rehabilitation, liquidation, or reorganization of Tenant under any law relating to bankruptcy, insolvency or other relief of debtors and, in the entry case of an order for relief against Tenantinvoluntary action, under Chapter 7, 11, the failure to remove or 13 of discharge the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following same within sixty (60) days after of such filing, the date appointment of a receiver or other custodian to take possession of substantially all of Tenant's assets or this leasehold, Tenant's insolvency or inability to pay Tenant's debts or failure generally to pay Tenant's debts when due, any court entering a decree or order directing the winding up or liquidation of Tenant or of substantially all of Tenant's assets, Tenant taking any action toward the dissolution or winding up of Tenant's affairs, the cessation or suspension of Tenant's use of the filing of the voluntary petitionPremises, or the entry attachment, execution or other judicial seizure of substantially all of Tenant's assets or this leasehold;
20.5 Tenant's use or storage of Hazardous Materials in, on or about the order for relief (Premises, the Building, the Lot and/or the Park other than as expressly permitted by the provisions of Section 29 below; or
20.6 The making of any material misrepresentation of omission by Tenant in any materials delivered by or such additional time as a court on behalf of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):Tenant to Landlord pursuant to this Lease.
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Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “Default of Tenant”) shall happenoccur:
(i) Tenant shall fail to pay the Basic make payment of Rent or Additional Rent hereunder when any other monetary amount due and such failure shall continue for seven under this Lease, including the Tenant’s Share of the Landlord’s Work Costs, within five (75) business days after Landlord has sent to Tenant written notice to Tenant from Landlord; orof such default;
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or, except to the extent that Tenant is delayed by cause of Force Majeure as defined in Article 14.2 of this Lease (and this Lease and the obligations of Landlord hereunder shall not be affected or impaired because Tenant is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for Tenant’s performance shall be extended for the period of any such delay);
(viii) Tenant’s leasehold interest in except as otherwise provided by applicable law, if the Premises estate hereby created shall be taken on execution or by other process of law directed against Tenant; or
(vi) law, or if Tenant shall make an be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent appointed to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or take charge of all or any substantial part of its propertiesTenant’s property by a court of competent jurisdiction, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viii) A if a petition shall be filed against for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (other than the Bankruptcy Code60) seeking any days after it is begun, or if Tenant shall file a petition for such reorganization, arrangementor for arrangements under any provisions of such laws providing a plan for a debtor to settle, composition, readjustment, liquidation, dissolutionsatisfy, or similar relief extend the time for the payment of debts; then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, in accordance with all applicable Laws, repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the 5th day after such notice as fully and completely as if such 5th day were on the date herein originally fixed for the expiration of the term of this Lease (Tenant hereby waiving any rights of redemption, if any, under M.G.L. c.186, §11 to extent that such rights may be lawfully waived), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future Federal State laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to the extent permitted under applicable law to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if the Tenant does not make arrangements to collect such property within thirty (30) days of termination, entry or re-entry and if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises thirty (30) days after such termination, entry or re-entry.
(b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re‑entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other statutecharges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re‑entered, law as aforesaid, and whether the Premises be re-let or regulation remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be re-let by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in re-letting, after deduction of all expenses incurred in re- letting the Premises (including, without limitation, reasonable preparation of the space for reletting; brokerage fees, attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, discounted to present value, of the then fair market value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For the purposes of this Section, the "remainder of the Lease Term" shall not include the Extension Term available to Tenant under Section 3.2 of this Lease except to the extent that the extension option for such Extension Term has already been exercised by Tenant in accordance with the provisions of Section 3.2. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax and lease years in which such termination, entry or re-entry shall occur.
(c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant reasonable concessions or free rent to the extent that Landlord considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of re-letting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any re-letting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. The Landlord agrees to list the Premises with a broker in the event of a termination, entry or re-entry under this ARTICLE XIV, provided that Landlord’s obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall remain undismissed not be construed to entitle Tenant to set-off against any amounts payable by Tenant hereunder in the event of a breach or unstayed for an aggregate alleged breach by Landlord of sixty such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. Notwithstanding anything to the contrary herein, Landlord agrees that it shall use reasonable efforts to mitigate its damages as a result of Tenant’s default. It is agreed and understood that Landlord’s obligation to mitigate damages shall be deemed satisfied by its providing adequate information to a commercial broker as to the availability of such space (60) days (whether or not consecutivebased on a customary brokerage fee being earned by such broker), having the Premises available for inspection by prospective tenants during reasonable business hours, and by acceptance of a commercially reasonable offer for the Premises (or if reasonable portion thereof) from a creditworthy person or entity based on a form of lease agreement which is substantially the same as the form utilized for other space tenants in the Building, without material change therefrom (and Landlord shall be under no obligation to accept any trustee, conservator, receiver offer other than a commercially reasonable offer from a creditworthy person or liquidator entity at then going rental rates for the Building).
(d) If there is at any time an assignee of this Lease or any interest of Tenant or of all or any substantial part of its properties shall be appointed without herein, the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence happening of any of the events described in subsections paragraph (a)(vi)-(a)(viiia)(iii) of this Section with respect to any guarantor such assignee shall constitute a Default of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter providedTenant hereunder.
(be) For purposes The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of subsection any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (a)(vincluding the remedy of specific performance) above, an “Event allowed at law or in equity as if specific remedies were not herein provided for.
(f) Subject to Section 17.16 hereunder which provisions shall control as to the allocation of Bankruptcy” means the filing of a voluntary petition by such liabilities as between Landlord and Tenant, all costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by Tenant provided Landlord is the prevailing party or a settlement is made in favor of Landlord in connection therewith.
(g) Upon any Default of Tenant or the entry expiration or termination of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, Landlord shall have the right of summary process under Massachusetts General Laws Chapter 239, or other applicable statutes, and may subsequently assign itsuch other rights to recover possession as permitted by law. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, only if it does the following within sixty (60) days after the date insolvency, or like proceedings by reason of the filing termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the voluntary petition, loss or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):damages referred to above.
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Tenant’s Default. (a) If at any time subsequent to the date of this ----------------- Lease any one or more of the following events (each herein referred to as a “"Default of Tenant”") shall happen:
(i) Tenant shall fail to pay the Basic Rent Rent, Escalation Charges, Tenant's Proportionate Share of the Electric Charges, Tenant's Proportionate Share of Gas Charges or Additional Rent other sums payable as additional charges hereunder when due and such failure shall continue for seven more than five (75) days after written notice to Tenant thereof from Landlord; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed observed, or Tenant shall desert or abandon the Premises or the Premises shall become abandoned (regardless whether the keys shall have been surrendered or the rent and all other sums due shall have been paid), and Tenant shall fail to remedy the same within thirty (30) days after written notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(viii) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiiv) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ixvi) The occurrence of any If a default of the events described kind set forth in subsections clauses (a)(vi)-(a)(viiii) with respect or (ii) above shall occur and if either (a) Tenant shall cure such default within the applicable grace period or (b) Landlord shall, in its sole discretion , permit Tenant to any guarantor of all cure such default after the applicable grace period has expired, and an event which would constitute a similar default if not cured within the applicable grace period shall occur more than twice within the next 365 days, whether or any portions of Tenant’s obligations under this Leasenot such event is cured within the applicable grace period; then in any such case (1) if such Default of Tenant shall occur prior to the Commencement Date, this Lease shall ipso facto, and without further ---- ----- act on the part of Landlord, terminate, and (2) if such Default of Tenant shall occur after the Commencement Date, Landlord may terminate this Lease by notice to Tenant, and thereupon this Lease shall come to an end as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For If this Lease shall be terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant's property and such matter is not discharged within thirty (30) days whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.
(c) In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges, Tenant's Proportionate Share of Electric Charges, Gas Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated current damages, the Basic Rent, Escalation Charges, Tenant's Proportionate Share of the Electric Charges, Tenant's Proportionate Share of Gas Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any reletting of the Premises, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated. Landlord shall use good faith, commercially reasonable efforts to mitigate its damages sustained as a result of a termination of this Lease due to a Default of Tenant.
(d) At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, at Landlord's election Tenant shall pay to Landlord an amount equal to the excess (discounted to present value), if any, of the Basic Rent, Escalation Charges, Tenant's Proportionate Share of the Electric Charges, Tenant's Proportionate Share of Gas Charges and other sums as hereinbefore provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of subsection this paragraph, annual payments by Tenant on account of Taxes, Utility Expenses, Tenant's Proportionate Share of the Electric Charges, Tenant's Proportionate Share of Gas Charges and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what would be the then unexpired Term of this Lease if the same had remained in effect, over the then fair net rental value of the Premises for the same period.
(a)(ve) above, an “Event In the case of Bankruptcy” means the filing of a voluntary petition any Default by Tenant, re-entry, expiration and dispossession by summary proceeding or otherwise, Landlord may (i) re-let the entry Premises or any part or parts thereof, either in the name of an order Landlord or otherwise, for relief against Tenanta term or terms which may at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary (provided that such concessions are commercially reasonable given then current market conditions) to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under Chapter 7, 11such re-letting. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or 13 in the event of Landlord obtaining possession of the Bankruptcy CodePremises, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval by reason of the court) assume violation by Tenant of any of the covenants and conditions of this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):.
Appears in 1 contract
Samples: Lease (Desktop Data Inc)
Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (each herein referred to as a “"Default of Tenant”") shall happen:
(i) Tenant shall fail to pay the Basic Rent Rent, Escalation Charges or Additional Rent other sums payable as additional charges hereunder when due and such failure shall continue for seven ten (710) days after written notice of such failure from Landlord to Tenant from LandlordTenant; or
(ii) Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s 's part to be performed or observed observed, or Tenant shall desert or abandon the Premises or the Premises shall become, or appear to have become vacant (regardless whether the keys shall have been surrendered or the rent and all other sums due shall have been paid), and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, however that or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall have an additional period, not fail to exceed ninety (90) days after the notice described in this subsection (iv), commence promptly to remedy same, so long as Tenant promptly commences (the same and in any event within such thirty (30) day period) and prosecutes to prosecute such remedy to completion with diligence and continuity; or
(viii) Tenant’s 's leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or
(viiv) Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined)debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or
(viiiv) A petition shall be filed against Tenant in bankruptcy or under any other law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case case, Landlord may terminate this Lease by notice to Tenant, and thereupon this Lease shall come to an end as fully and completely as if such date were the date herein originally fixed for the expiration of the Term of this Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.
(b) For If this Lease shall be terminated as provided in this Article, or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Premises shall be taken or occupied by someone other than Tenant, then Landlord may, upon notice to Tenant, re-enter the Premises, either by summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.
(c) In the event of any termination, Tenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less the net proceeds, if any, of any reletting of the Premises, after deducting all expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days which the Basic Rent would have been payable hereunder if this Lease had not been terminated.
(d) At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such demand, at Landlord's election Tenant shall pay to Landlord an amount equal to the excess, if any, of the Basic Rent, Escalation Charges and other sums as hereinbefore provided which would be payable hereunder from the date of such demand (assuming that, for the purposes of subsection this paragraph, annual payments by Tenant on account of Taxes, Utility Expenses and Operating Expenses would be the same as the payments required for the immediately preceding Operating or Tax Year) for what would be the then unexpired Term of this Lease if the same had remained in effect, over the then fair net rental value of the Premises for the same period.
(a)(ve) above, an “Event In the case of Bankruptcy” means the filing of a voluntary petition any Default by Tenant, re-entry, expiration and dispossession by summary proceeding or otherwise, Landlord may (i) re-let the entry Premises or any part or parts thereof, either in the name of an order Landlord or otherwise, for relief against Tenant, under Chapter 7, 11, a term or 13 terms which may at Landlord's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Bankruptcy CodeTerm of this Lease and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its sole judgment considers advisable and necessary for the purpose of reletting the Premises; and the term “Bankruptcy Code” means 11 U.S.C. §101making of such alterations, et seqrepairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. If an Event of Bankruptcy occursLandlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, then or, in the trustee of Tenant’s bankruptcy estate or Tenant as debtorevent that the Premises are re-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grantlet, for cause, upon a motion made within failure to collect the original sixtyrent under such re-day period):letting.
Appears in 1 contract
Samples: Sublease (Genomic Solutions Inc)
Tenant’s Default. (a) If at any time subsequent to the date A material breach of this Lease by Tenant shall, exist if any one or more of the following events (each a severally, “Default Event of TenantDefault”; collectively, “Events of Default”) shall happen:
occur: (i) if Tenant shall fail have failed to pay the Basic Rent Base Rent, Tenant’s Percentage Share of increased Operating Expenses, or Additional Rent any other sum required to be paid hereunder when due, including any interest due and such failure shall continue for seven (7) days after written notice to Tenant from Landlordunder Section 3; or
(ii) if Tenant shall fail to timely bond off or discharge a lien in accordance with Section 7.4 herein; or
(iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or
(iv) Tenant shall neglect or fail have failed to perform any term, covenant or observe any other covenant herein contained on Tenant’s part to be performed or observed condition of this Lease except those requiring the payment of money, and Tenant shall fail have failed to remedy cure the same breach within thirty (30) days after written notice to Tenant specifying such neglect or failurefrom Landlord if the breach could reasonably be cured within the thirty (30) day period; provided, however that however, if such the failure is of such a nature that Tenant cancould not reasonably remedy be cured within the same within such thirty (30) day period, then Tenant shall not be in default unless it has failed to promptly commence and thereafter continue to make diligent and reasonable efforts to cure the failure as soon as practicable as reasonably determined by Landlord; (iii) if Tenant shall have an additional period, not to exceed ninety (90) days after assign its assets for the notice described in this subsection benefit of its creditors; (iv)) if the sequestration of, attachment of, or execution on, any material part of the property of Tenant or on any property essential to remedy samethe conduct of Tenant’s business shall have occurred, so long as and Tenant promptly commences (and in any event shall have failed to obtain a return or release of the property within such thirty (30) day period) and prosecutes such remedy days thereafter, or prior to completion with diligence and continuitysale pursuant to any sequestration, attachment or levy, whichever is earlier; or
(v) Tenant’s leasehold interest in if Tenant shall have abandoned or vacated the Premises shall be taken on execution or by other process of law directed against TenantPremises; or
(vi) if a court shall have made or entered any decree or order adjudging Tenant to be insolvent, or approving as properly filed a petition seeking reorganization of Tenant, or directing the winding up or liquidation of Tenant, and the decree or order shall have continued for a period of thirty (30) days; (vii) if Tenant shall make an assignment for the benefit of creditors or shall be adjudicated insolvent, suffer any transfer which constitutes a fraudulent or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself otherwise avoidable transfer under any present or future Federal, State or other statute, law or regulation for provision of the relief of debtors (other than the federal Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all Laws or any substantial part applicable state law; or (viii) if Tenant shall have failed to comply with the provisions of its properties, Sections 23 or shall admit in writing its inability to pay its debts generally as they become due; or
(vii) 25 of this Lease within the time periods stated therein. An Event of Bankruptcy (as hereinafter defined) Default shall occur with respect to Tenant; or
(viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or
(ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s obligations constitute a default under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided.
(b) For purposes of subsection (a)(v) above, an “Event of Bankruptcy” means the filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after the date of the filing of the voluntary petition, or the entry of the order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original sixty-day period):
Appears in 1 contract
Samples: Net Lease (Renovis Inc)
